Common use of Transfer of Agreements Clause in Contracts

Transfer of Agreements. Without limiting the generality of the obligations set forth in Section 2.1(a), on or prior to the Distribution Date or as soon as reasonably practicable thereafter: (i) the Corporation hereby agrees that, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the Media Information Group to, assign, transfer and convey to the appropriate member of the New Ceridian Group all of the Corporation's or such member of the Media Information Group's respective right, title and interest in and to any and all New Ceridian Contracts; (ii) 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 both the Media Information Business and the New Ceridian Business shall be assigned in part by the Corporation or New Ceridian, as appropriate, so that each party shall be entitled to the rights and benefits inuring to its business under such agreement; and (iii) 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) (ii), 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.