Common use of Transfer of Business Assets Clause in Contracts

Transfer of Business Assets. Prior to the Closing, the Seller and the Purchaser shall cooperate to identify the Business Assets and Liabilities associated therewith. Prior to the Closing, the Seller shall take such steps as may be reasonably necessary (including transferring in a tax efficient manner) to ensure that as of the Closing, the Companies, the Subsidiaries and/or the Group Companies shall have good and valid title to, or, in the case of leased properties, valid leasehold or subleasehold interests in, all of the Business Assets, free and clear of any Encumbrances, in each case, except for Permitted Encumbrances, and except as *** Confidential Treatment Requested would not reasonably be expected to have a Seller Material Adverse Effect. To the extent that such title to any such Business Assets has not been so assigned, transferred, conveyed and delivered as of the Closing, then following the Closing, the Seller shall use its best efforts to transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, in a manner reasonably satisfactory to the Parties and to the Persons identified by the Purchaser, any Business Assets not previously assigned, transferred, conveyed and delivered, and if not transferable, transfer the economic benefits thereto. For the avoidance of doubt, any such Business Assets that require any regulatory approval to be obtained prior to the transfer thereof shall be transferred promptly upon receipt of such approval.

Transfer of Business Assets. Prior to the Closing, the Seller and the Purchaser shall cooperate to identify the Business Assets and Liabilities associated therewith. Prior to the Closing, the Seller shall take such steps as may be reasonably necessary (including transferring in a tax efficient manner) to ensure that as of the Closing, the Companies, the Subsidiaries and/or the Group Companies shall have good and valid title to, or, in the case of leased properties, valid leasehold or subleasehold interests in, all of the Business Assets, free and clear of any Encumbrances, in each case, except for Permitted Encumbrances, and except as *** Confidential Treatment Requested 50 would not reasonably be expected to have a Seller Material Adverse Effect. To the extent that such title to any such Business Assets has not been so assigned, transferred, conveyed and delivered as of the Closing, then following the Closing, the Seller shall use its best efforts to transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, in a manner reasonably satisfactory to the Parties and to the Persons identified by the Purchaser, any Business Assets not previously assigned, transferred, conveyed and delivered, and if not transferable, transfer the economic benefits thereto. For the avoidance of doubt, any such Business Assets that require any regulatory approval to be obtained prior to the transfer thereof shall be transferred promptly upon receipt of such approval.