Transfer and Assignment of Certain Agreements Clause Samples

Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF ENERGY BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, each of Industrial Company and Shipbuilding Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), severally but not jointly, assign, transfer and convey to Tenneco (or such other member of the Energy Group as Tenneco shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Energy Business or any member of the Energy Group. (b) TRANSFER AND ASSIGNMENT OF INDUSTRIAL BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, each of Tenneco and Shipbuilding Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), severally but not jointly, assign, transfer and convey to Industrial Company (or such other member of the Industrial Group as Industrial Company shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Industrial Business or any member of the Industrial Group.

Transfer and Assignment of Certain Agreements. (a) Transfers. Without limiting the generality of Section 2.02 and except --------- as otherwise expressly provided in this Agreement or the Ancillary Agreements, on or before the Distribution Date, and subject to the limitations set forth in this Section 2.04: (i) Each of SEB and IB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to), assign, transfer and convey to the appropriate member of the Health Care Systems Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Health Care Systems Business or any member of the Health Care Systems Group. (ii) Each of Varian and IB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to) assign, transfer and convey to the appropriate member of the Semiconductor Equipment Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Semiconductor Equipment Business or any member of the Semiconductor Equipment Group. (iii) Each of Varian and SEB shall (and, if applicable, shall cause any other Person over which it has direct or indirect control to) assign, transfer and convey to the appropriate member of the Instruments Group all its (or such other Person's) right, title and interest in and to any and all agreements that relate exclusively to the Instruments Business or any member of the Instruments Group.

Transfer and Assignment of Certain Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a): (i) Harr▇▇ ▇▇▇eby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the Harr▇▇ ▇▇▇up to, assign, transfer and convey to the appropriate member of the Lani▇▇ ▇▇▇up all of Harr▇▇' ▇▇ such member of the Harr▇▇ ▇▇▇up's respective right, title and interest in and to any and all Contracts primarily related to the Lani▇▇ ▇▇▇iness. (ii) Lani▇▇ ▇▇▇eby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the Lani▇▇ ▇▇▇up to, assign, transfer and convey to the appropriate member of the Harr▇▇ ▇▇▇up all of Lani▇▇'▇ ▇▇ such member of the Lani▇▇ ▇▇▇up's respective right, title and interest in and to any and all Contracts primarily related to the Harr▇▇ ▇▇▇iness. (iii) Subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of more than one of the Harr▇▇ ▇▇▇iness and Lani▇▇ ▇▇▇iness shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement. (iv) The assignee of any agreement assigned, in whole or in part, hereunder (an "Assignee") shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee's related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution. (v) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a Third Party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee...

Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF PARENT BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to limitations set forth in this SECTION 2.06, Spin Company shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to Parent (or such other member of the Parent Group as Parent shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Parent Business or any member of the Parent Group. (b) TRANSFER AND ASSIGNMENT OF SPIN COMPANY BUSINESS AGREEMENTS. On or prior to the Distribution Date, or as soon as reasonably practicable thereafter, and subject to the limitations set forth in this SECTION 2.06, Parent shall (and, if applicable, shall cause any of the other members of its Group over which it has legal or effective direct or indirect control to), assign, transfer and convey to Spin Company (or such other member of the Spin Company Group as Spin Company shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the Spin Company Business or any member of the Spin Company Group.

Transfer and Assignment of Certain Agreements. Without limiting the generality of the obligations set forth in Sections 2.1(a) through (e) above: (i) InfoCure hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(i), it will, and it will cause each member of the InfoCure Group to, assign, transfer and convey to the appropriate member of the PracticeWorks Group all of InfoCure's or such member of the InfoCure Group's respective right, title and interest in and to any and all Contracts that relate primarily to the PracticeWorks Business. (ii) PracticeWorks hereby agrees that on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(i), it will, and it will cause each member of the PracticeWorks Group to, assign, transfer and convey to the appropriate member of the InfoCure Group all of PracticeWorks' or such member of the PracticeWorks Group's respective right, title and interest in and to any and all Contracts that do not relate primarily to the PracticeWorks Business. (iii) Subject to the provisions of this Section 2.1(i), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of more than one of the InfoCure Business and PracticeWorks

Transfer and Assignment of Certain Agreements. (a) TRANSFER AND ASSIGNMENT OF TMP BUSINESS AGREEMENTS. Subject to the limitations set forth in this Section 2.06 and in Section 2.16, HHGI hereby, on behalf of itself and any of the other members of its Group over which it has, or upon completion of the Corporate Restructuring Agreements contemplated by this Agreement will have, legal or effective direct or indirect control, assigns, transfers and conveys to TMP (or such other member of the TMP Group as TMP shall direct) all of its (or such other member of its Group's) right, title and interest in and to any and all agreements that relate exclusively to the TMP Business or any member of the TMP Group.

Transfer and Assignment of Certain Agreements