Common use of Transfer of Certain Other Assets and Assumption of Liabilities Clause in Contracts

Transfer of Certain Other Assets and Assumption of Liabilities. Effective prior to or as of the Distribution Date or as soon as practicable after the Distribution Date, subject to receipt of any necessary consents or approvals of third parties or of governmental or regulatory agencies or authorities and subject to Section 7.2, Intelligroup shall, or shall cause the relevant member of the Intelligroup Group to, assign, contribute, convey, transfer and deliver to SeraNova or to one or more members of the SeraNova Group (a) all of the right, title and interest of Intelligroup or such member of the Intelligroup Group in and to all assets (including all agreements), if any, held by any member of the Intelligroup Group that relate predominantly to the SeraNova Business and (b) all of the shares of capital stock of NetPub, the Azimuth Companies, and Intelligroup India and SeraNova shall, or shall cause such member or members of the SeraNova Group to, assume and take transfer of all liabilities associated with such assets.