Common use of Return of Purchased Assets Clause in Contracts

Return of Purchased Assets. If, for any reason after the Closing, any of the Purchased Assets or Assumed Liabilities are ultimately determined to be Excluded Assets or Excluded Liabilities, respectively, (a) Purchaser shall transfer and convey (without further consideration) to Seller, and Seller shall accept, such Purchased Assets, (b) Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration) such Assumed Liabilities, and (c) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Assets back to Seller and the re-assumption of such Assumed Liabilities by Seller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Phoenix Technologies LTD), Asset Purchase Agreement (Smith Micro Software Inc), Asset Purchase Agreement (Pc Tel Inc)

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Return of Purchased Assets. If, for any reason after the Closing, any of the Purchased Assets or Assumed Liabilities are ultimately determined to be Excluded Assets or Excluded Retained Liabilities, respectively, (ai) Purchaser shall transfer and convey (without further consideration) to Seller, and Seller shall accept, such Purchased Assets, assets; (bii) Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration) such Assumed Liabilities, liabilities; and (ciii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Assets assets back to Seller and the re-assumption of such Assumed Liabilities liabilities by Seller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Odimo INC), Asset Purchase Agreement (Odimo INC), Asset Purchase Agreement (Odimo INC)

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Return of Purchased Assets. If, for any reason after the Closing, the parties determine that any of the Purchased Assets or Assumed Liabilities are ultimately determined to be Excluded Assets or Excluded Liabilities, respectively, (a) Purchaser shall transfer and convey (without further consideration) to Seller, and Seller shall accept, such Purchased Assets, ; (b) Seller shall assume, and agree to pay, perform, fulfill and discharge (without further consideration) such Assumed Liabilities, ; and (c) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such Purchased Assets back to Seller and the re-assumption of such Assumed Liabilities by Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (McGrath Rentcorp)

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