VADI Assets. Prior to the Closing, Sellers shall cause VADI to contribute to Sellers all of its right, title and interest in and to the VADI Assets, and shall assume all liabilities of VADI that are Assumed Liabilities hereunder pursuant to a Contribution, Assignment and Assumption Agreement in form and substance reasonably satisfactory to Buyer. The parties acknowledge and agree that nothing in this Agreement shall be deemed to prohibit the consummation of the transfer described in this Section 5.1.7 or to constitute a breach of any provision of this Agreement, including without limitation Section 5.1.1.
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Samples: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Verizon South Inc)
VADI Assets. Prior to the Closing, Sellers Seller shall cause VADI to contribute to Sellers Seller all of its right, title and interest in and to the VADI Assets, and shall assume all liabilities of VADI that are Assumed Liabilities hereunder pursuant to a Contribution, Assignment and Assumption Agreement in form and substance reasonably satisfactory to Buyer. The parties acknowledge and agree that nothing in this Agreement shall be deemed to prohibit the consummation of the transfer described in this Section 5.1.7 5.1.6 or to constitute a breach of any provision of this Agreement, including without limitation Section 5.1.1.
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VADI Assets. Prior to the Closing, Sellers Seller shall cause VADI to contribute to Sellers Seller all of its right, title and interest in and to the VADI Assets, and shall assume all liabilities of VADI that are Assumed Liabilities hereunder pursuant to a Contribution, Assignment and Assumption Agreement in form and substance reasonably satisfactory to Buyer. The parties acknowledge and agree that nothing in this Agreement shall be deemed to prohibit the consummation of the transfer described in this Section 5.1.7 or to constitute a breach of any provision of this Agreement, including without limitation Section 5.1.1.
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