Common use of Transfer of Purchased Assets and Assumed Liabilities Clause in Contracts

Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall pass to Buyer when the legal title thereto shall be transferred to Buyer. (b) In the event that the legal interest in any of the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as of the Effective Time because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in the Purchased Assets shall not be sold, assigned, transferred or conveyed. Seller shall, at its expense, and Buyer shall, at its expense, use commercially reasonable efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Purchased Assets including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Purchased Assets. (c) Except as provided in Section 6.2(a) with respect to certain Taxes, Seller and Buyer shall each bear fifty percent (50%) of the costs and expenses associated with the assignment to Buyer of all the Purchased Assets, and the recordation by Seller, of Intellectual Property. (d) As of the Effective Time, Xxxxx agrees and undertakes to assume the Assumed Liabilities and to duly and properly perform and discharge the outstanding obligations of Seller under the Assumed Liabilities. (e) The provisions of this Section 2.10 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations hereunder contained in Article 7 have not been fulfilled. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Purchased Assets or Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given.

Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall pass to the Buyer when the legal title thereto shall be transferred to the Buyer. (b) In the event that the legal interest in any of the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Acquisition Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as of the Effective Time because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in the Purchased Assets shall not be sold, assigned, transferred or conveyed. Seller shallXxxxxxxxxx shall and shall cause the other Sellers to, at its their expense, and the Buyer shallshall and shall cause its Affiliates, at its their expense, to use commercially reasonable best efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable. If any such consent shall not be obtained, Seller Sellers shall cooperate with the Buyer in any reasonable arrangement designed to provide for the Buyer the benefits intended to be assigned to the Buyer under the relevant Purchased Assets Assumed Real Property Leases, Leased Personal Property, Assumed Contracts and Assumed Licenses, including enforcement at the cost and for the account of the Buyer of any and all rights of Seller Sellers against the other party thereto arising out of the breach thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, the Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Purchased AssetsAssumed Real Property Lease, Leased Personal Property, Assumed Contract or Assumed License. (c) Except as provided in Section 6.2(aIn the event that the Buyer provides written notice to the Sellers within ten (10) with respect Business Days prior to the Closing that certain Taxes, Seller and Buyer shall each bear fifty percent (50%) of the Assumed Contracts will not be included in the Purchased Assets, then all such Assumed Contracts identified therein shall not constitute Assumed Contracts and shall not be sold, assigned, transferred or conveyed to the Buyer; provided, however, that there shall be no adjustment to the Closing Purchase Price as a result thereof and, provided, further, that any and all Losses incurred by the Sellers as a result thereof shall be borne and paid solely by the Buyer. (d) Subject to Section 2.8, the Sellers shall bear all costs and expenses associated with the assignment to the Buyer and its Affiliates of all the Purchased Assets, and the recordation by Sellerthem, of Intellectual Property, provided, that the responsibility for all costs and expenses associated with the assignment to the Buyer and its Affiliates of all software license agreements, information technology license or similar agreements, and the recordation by them shall be allocated in accordance with the Transition Services Agreement. (de) As of the Effective Time, Xxxxx the Buyer agrees and undertakes to assume the Assumed Liabilities and to duly and properly perform and discharge the outstanding obligations of the relevant Seller under the Assumed Liabilities. (ef) The provisions of this Section 2.10 shall not affect the right of the Buyer not to consummate the transactions contemplated by this Acquisition Agreement if the conditions condition to its obligations hereunder contained in Article 7 have Section 7.4 has not been fulfilled. Nothing in this Acquisition Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Purchased Assets or Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which Seller is any of the Sellers are subject, is not assignable without the consent of any other party, unless such consent shall have been given.

Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, Liabilities shall pass to Buyer when the legal title thereto shall be transferred to Buyer. (b) In the event that Subject to Section 2.7 hereof, if the legal interest or legal title to or in any of the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Acquisition Agreement, or any claim, right or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as of the Effective Time because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in the such Purchased Assets shall not be sold, assigned, transferred or conveyedconveyed at the Effective Time. Seller shall, at its expense, and Buyer shall, at its expense, shall use commercially reasonable efforts to cooperate in obtaining obtain such consents or approvals as may be necessary to complete such transfers as soon as practicable. practicable after the Closing. (c) If any such consent or approval shall not be obtained, Seller (i) Seller, to the maximum extent permitted by Law, shall cooperate with Buyer in any commercially reasonable arrangement designed to provide for Buyer the all benefits intended to be assigned to Buyer under the relevant Purchased Assets Assumed Real Property Leases, Covered Leases with respect to the Covered Equipment, Assumed Contracts and Assumed Licenses, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach thereof by such other party or otherwise. If ; provided, however, that Seller shall not be required to compromise any right, asset or benefit or provide any other consideration for the benefit of any such other party thereto; (ii) Buyer shall, at its own cost and for its own benefit, perform, to the maximum extent permitted by Law, the obligations of Seller with respect to any such Assumed Real Property Lease, Covered Lease with respect to the Covered Equipment, Assumed Contract, Assumed License or other Asset to the extent that it is obtaining all benefits of any such arrangement cannot be madeAssumed Real Property Lease, Covered Lease with respect to the Covered Equipment, Assumed Contract, Assumed Licenses or other Asset; and (iii) Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Purchased Assets. (c) Except as provided in Section 6.2(a) Assumed Real Property Lease, Covered Leases with respect to certain Taxesthe Covered Equipment, Assumed Contract or Assumed License with respect to which it is not obtaining all benefits intended to be assigned to Buyer thereunder, and, notwithstanding any provision to the contrary contained herein, Seller shall indemnify the Buyer Indemnified Persons against and Buyer shall each bear fifty percent (50%) in respect of any and all Losses incurred, directly or indirectly, as a result of the failure to obtain any consent or approval that is listed on Exhibit 6.6 under the heading “Material Contract Required Consents.” (d) Subject to Section 2.8, Seller shall bear all costs and expenses associated with the assignment to Buyer and its Affiliates of all the Purchased Assets, including Intellectual Property, and Buyer shall bear all costs and expenses associated with the recordation by Seller, Buyer of such Intellectual Property. (de) As of the Effective Time, Xxxxx Buyer agrees and undertakes to assume the Assumed Liabilities and to duly and properly perform and discharge the outstanding obligations of Seller under the Assumed Liabilities. (ef) The provisions of this Section 2.10 shall not affect the right of Buyer not to consummate the transactions contemplated by this Acquisition Agreement if the conditions condition to its obligations hereunder contained in Article 7 have Section 7.4 has not been fulfilled. Nothing in this Acquisition Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Purchased Assets or Assumed Liabilities which, as a matter of law Law or by the terms of any legally binding contract, engagement or commitment Contract to which Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given.

Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in Purchased Assets shall be sold, conveyed, transferred, assigned and todelivered, and the risk Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary to effect a conveyance of loss the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be reasonably satisfactory to Purchaser and ITT, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the applicable Asset Seller and the applicable Designated Asset Purchaser, and such other conveyance, transfer and assumption documents as may be required in such jurisdictions to effect the conveyance of all right, title and interest in the applicable Purchased Assets. Schedule 2.3 (a) lists the conveyance, transfer and assumption documents to be executed, delivered and/or filed at Closing in connection with the Asset Purchase in each such jurisdiction. (b) With respect toto the French branch of ITT Automotive Europe GmbH & Co. KG ("ITTAE"), (i) as soon as practicable after the date hereof, ITTAE and the applicable Designated Asset Purchaser shall execute the French Implementing Agreements in the forms set forth in Schedule 2.3(b)(i) and (ii) on the Closing Date ITTAE and the applicable Designated Asset Purchaser shall execute the French Implementing Agreements in the forms set forth in Schedule 2.3(b)(ii) in order to effect the transfer of title to the Purchased Assets and the assumption of Assumed LiabilitiesLiabilities to which the French Implementing Agreements relate. To the extent of any inconsistency, the terms hereof shall pass to Buyer when prevail over the legal title thereto shall be transferred to Buyer. (b) In terms in the event that the legal interest in any of the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Agreement, French Implementing Agreements. No Seller or any claim, right applicable Designated Purchaser shall bring any claim based on the French Implementing Agreements unless the claim is solely related to perfecting or benefit arising thereunder or resulting therefrom, cannot be sold, assigned, transferred or conveyed hereunder as recording the transfer of the Effective Time because title to any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest applicable Designated Purchaser in the Purchased Assets shall not be sold, assigned, transferred or conveyed. Seller shall, at its expense, and Buyer shall, at its expense, use commercially reasonable efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as practicable. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Purchased Assets including enforcement at or the cost and for the account assumption of Buyer of any and all rights of Seller against the other party thereto arising out of the breach thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Purchased Assets. (c) Except as provided in Section 6.2(a) with respect to certain Taxes, Seller and Buyer shall each bear fifty percent (50%) of the costs and expenses associated with the assignment to Buyer of all the Purchased Assets, and the recordation by Seller, of Intellectual Property. (d) As of the Effective Time, Xxxxx agrees and undertakes to assume the relevant Assumed Liabilities and to duly and properly perform and discharge by the outstanding obligations of Seller under the Assumed Liabilities. (e) The provisions of this Section 2.10 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the conditions to its obligations hereunder contained applicable Designated Purchaser in Article 7 have not been fulfilled. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Purchased Assets or Assumed Liabilities which, as a matter of law or by accordance with the terms of any legally binding contract, engagement or commitment to which Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been giventhis Agreement.