Transfer of Transferred Assets and Assumed Liabilities. (a) The Transferred Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate 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. Such transfer and assumption agreements shall be jointly prepared by the Parties and may include: (i) a xxxx of sale in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"); (ii) an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement"); (iii) local asset transfer agreements for each jurisdiction other than the United States in which Transferred Assets or Assumed Liabilities are located in substantially the form attached hereto as Exhibit C with such deviations therefrom as are required by or advisable under local Law (the "Local Asset Transfer Agreements") and (iv) such other agreements as may reasonably be required to effect the purchase and assignment of the Transferred Assets and Assumed Liabilities under applicable local law (collectively, clauses (i)-(iv), the "Ancillary Agreements") and shall be executed on or about the Separation Date by Agilent and/or one or more of its Subsidiaries, as appropriate, and Verigy or one of its Subsidiaries. The Leases of the Assigned Real Property shall be assigned and delivered, and the related Assumed Liabilities shall be assumed, pursuant to the Lease Assignments and the Subleased Real Property shall be delivered, and the related Assumed Liabilities shall be assumed, pursuant to the Sublease Agreements, in each case, effective as of the Separation Date.
Transfer of Transferred Assets and Assumed Liabilities. (a) The Transferred Assets shall be sold, acquired, conveyed, transferred, assigned and delivered free and clear of all Liens other than Permitted Encumbrances, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements, notifications or other instruments in such form, reasonably satisfactory to the Seller and the Purchaser, as are 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. Such agreements and instruments, and such other conveyance and assumption documents as may be required in such jurisdictions, shall be executed, upon the terms and subject to the conditions hereof, on the Closing Date by the Seller and the Purchaser.
Transfer of Transferred Assets and Assumed Liabilities. (a) The Transferred Assets shall be sold, conveyed, transferred, assigned and delivered, to Buyer, and the Assumed Liabilities shall be assumed by Buyer, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate 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. Such transfer and assumption agreements shall be jointly prepared by Buyer and Seller and shall include the Xxxx of Sale, the Assignment and Assumption Agreement, the IP Assignment Agreement and the Assignment of Lease, which shall be executed no later than at or as of the Closing by Seller and Buyer.
Transfer of Transferred Assets and Assumed Liabilities. The Transferred Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer, assumption 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, including the Bills of Sale, the Assumption Agreement and the Assignment of Patent Application, 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, and such other conveyance and assumption documents as may be required in such jurisdictions.
Transfer of Transferred Assets and Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, and subject to Section 2.4, at the Closing, (i) Seller shall lease to Buyer, and Buyer shall lease from Seller, the Real Property pursuant to the Lease Agreement, and (ii) Seller shall (and, as applicable, shall cause its relevant Subsidiaries to) sell, contribute, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, receive, acquire and take assignment of, all of Seller’s (and, as applicable, Seller’s Subsidiaries’) right, title and interest in and to the Transferred Assets, free and clear of all Liens (other than Permitted Liens), and Buyer shall assume, and agree to pay, perform, fulfill and discharge when due, all of the Assumed Liabilities. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Parties agree that this Agreement does not contemplate any terms regarding (A) Seller Benefit Plans, Service Contracts or Labor Agreements (each as defined in the MIPA) and (B) the employment or termination of employment or engagement or termination of engagement, as applicable, of any current or former director, officer, employee or individual service provider of Seller or any of its Affiliates, each of which is solely addressed in the MIPA.
