Common use of Transfer of Agreements Clause in Contracts

Transfer of Agreements. (i) CLSI hereby agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Covance all of CLSI's rights and obligations under (a) the Capital Contribution Agreement and Shareholder Agreement dated February 22, 1995 among Corning BioPro Inc., CLSI, Xxxxxxx Xxxxxxx, Xx. Xxxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xx. Xxxx Xxxxxx, (b) any and all existing stock option agreements between CLSI, Corning Bio Inc. and individual employees of Corning Bio Inc., (c) the Registration Agreement dated as of February 22, 1995 by and between Corning BioPro Inc. and CLSI, (d) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xxxxxx X. Xxxxxxxx and the Escrow Agent named therein, and (e) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xx. Xxxx Xxxxxxxx and the Escrow Agent named therein. CLSI hereby further agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Corning all of its rights and obligations under the lease agreement dated October 5, 1995 between 2154 Trading Corporation and CLSI with respect to 00 Xxxxxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxx and a sublease to National Imaging Associates with respect to a portion of such premises. CCL 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 2.02(i), it will assign, transfer and convey to Corning all of CCL's rights and obligations under the Asset Transfer Agreement dated as of May 2, 1994, as amended, among CCL, International Technology Corporation, IT Corporation and Quanterra Incorporated and the related closing documents thereunder, including without limitation the General Instrument of Assignment and Assumption dated June 28, 1994 between CCL and Quanterra Incorporated. Corning 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 2.02(i), it will assign, transfer and convey to Covance all of Corning's rights and obligations under that certain Registration Agreement dated as of February 22, 1995 by and between Corning, Xx. Xxxx Xxxxxx, Xx. Xxxx Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxx. (ii) 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 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. (iii) 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 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 Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement. (iv) Corning understands and agrees that approximately 10,968 Corning Common Shares are held to secure certain claims of CCL under that Escrow Agreement dated as of October 9, 1994 (the "Escrow Agreement") among Corning, The First National Bank of Boston and former shareholders of Xxxxx Research Labs, as amended, and will act at CCL's direction and at CCL's expense with respect to those shares. The remaining Corning Common Shares held under the Escrow Agreement are being held for the benefit of Corning.

Transfer of Agreements. (i) CLSI hereby agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Covance all of CLSI's rights and obligations under (a) the Capital Contribution Agreement and Shareholder Agreement dated February 22, 1995 among Corning BioPro Inc., CLSI, Xxxxxxx Xxxxxxx, Xx. Xxxx XxxxxxxxScarlett, Xxxxxx X. Xxxxxxxx and Xx. Xxxx Xxxxxx, (b) any and all existing stock option agreements between CLSI, Corning Bio Inc. and individual employees of Corning Bio Inc., (c) the Registration Agreement dated as of February 22, 1995 by and between Corning BioPro Inc. and CLSI, (d) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xxxxxx X. Xxxxxxxx and the Escrow Agent named therein, and (e) the Joint Escrow Instructions dated February 22, 1995 by and between Corning BioPro Inc., CLSI, Xx. Xxxx Xxxxxxxx and the Escrow Agent named therein. CLSI hereby further agrees that on or prior to the date on which it is dissolved, subject to the limitations set forth in this Section 2.02(i), it will assign, transfer and convey to Corning all of its rights and obligations under the lease agreement dated October 5, 1995 between 2154 Trading Corporation and CLSI with respect to 00 Xxxxxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxx and a sublease to National Imaging Associates with respect to a portion of such premises. CCL 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 2.02(i), it will assign, transfer and convey to Corning all of CCL's rights and obligations under the Asset Transfer Agreement dated as of May 2, 1994, as amended, among CCL, International Technology Corporation, IT Corporation and Quanterra Incorporated and the related closing documents thereunder, including without limitation the General Instrument of Assignment and Assumption dated June 28, 1994 between CCL and Quanterra Incorporated. Corning 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 2.02(i), it will assign, transfer and convey to Covance all of Corning's rights and obligations under that certain Registration Agreement dated as of February 22, 1995 by and between Corning, Xx. Xxxx Xxxxxx, Xx. Xxxx XxxxxxxxScarlett, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxx. (ii) 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 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. (iii) 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 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 Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the Assignee the benefits of, and to permit the Assignee to assume liabilities under, any such agreement. (iv) Corning understands and agrees that approximately 10,968 Corning Common Shares are held to secure certain claims of CCL under that Escrow Agreement dated as of October 9, 1994 (the "Escrow Agreement") among Corning, The First National Bank of Boston and former shareholders of Xxxxx Research Labs, as amended, and will act at CCL's direction and at CCL's expense with respect to those shares. The remaining Corning Common Shares held under the Escrow Agreement are being held for the benefit of Corning.