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

Transfer of Purchased Assets and Assumed Liabilities. The Transferred Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1) shall be sold, conveyed, transferred, assigned and delivered, and the 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 the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and the Buyer or the respective Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.

Transfer of Purchased Assets and Assumed Liabilities. The Transferred Purchased Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1) shall be sold, conveyed, transferred, assigned and delivereddelivered to Buyer, free and clear of any Encumbrances except Permitted Encumbrances, and the Assumed Liabilities shall be assumedassumed by Buyer, pursuant to transfer and assumption agreements Contracts or other instruments in such form as is necessary to effect a conveyance sale, conveyance, transfer and assignment of the Transferred 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 the Buyer and the CompanySeller, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company Seller and the Buyer or the respective Designated PurchaserBuyer, and such other conveyance sale, conveyance, transfer, assignment and assumption documents as may be required in such jurisdictions.

Transfer of Purchased Assets and Assumed Liabilities. The Transferred Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1) shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements agreements, deeds, endorsements, consents or other instruments in such form as is necessary to effect a conveyance of good right, title and interest in, to and under the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and/or its applicable Subsidiaries and the Buyer or and/or the respective applicable Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.