Common use of Transfer of Excluded Assets and Excluded Liabilities Clause in Contracts

Transfer of Excluded Assets and Excluded Liabilities. Prior to the Closing, SMMSLP shall assign to Parent or a subsidiary of Parent (other than the Companies) the Excluded Assets and Parent or such subsidiary shall assume the Excluded Liabilities. Parent shall inform Buyer in advance in writing of all actions it proposes to take after the date hereof to transfer the Excluded Assets and Excluded Liabilities from the Companies, shall provide Buyer in advance with copies of all documents (which must be reasonably satisfactory to Buyer's counsel) it intends to use to effectuate such transfers, shall consider in good faith the view of Buyer in connection with such transfers and shall undertake such transfers in a manner reasonably designed to eliminate the potential future liability of Buyer for Excluded Liabilities.