Assets, Liabilities and Contracts Clause Samples
Assets, Liabilities and Contracts. Except as expressly agreed otherwise by the Parties, all of the assets, liabilities and employees of SBG and its subsidiaries prior to the Reorganization will remain the assets, liabilities and employees of SBG and such subsidiaries, notwithstanding the Share Exchange or other aspects of the Reorganization. Except as expressly agreed otherwise by the Parties, all of SBG’s or its subsidiaries’ rights and obligations under contracts to which they are parties shall remain the rights and obligations of SBG and such subsidiaries, notwithstanding the Share Exchange or other aspects of the Reorganization.
Assets, Liabilities and Contracts. (a) The Parties acknowledge and agree that only assets, liabilities (unless explicitly included in the relevant agreement or connected to contracts or employees), contracts and employees specifically listed in schedules to the Z1 Asset Transfer Agreement and Z2 Asset Transfer Agreement, respectively, shall be allocated and transferred to VNE and Z2Co. The Parties acknowledge and agree that the Share Transfer Agreements have been concluded on the same basis, and that any assets, liabilities or contracts which have erroneously transferred, or not transferred, alongside the relevant Subsidiary shall be addressed as Unidentified Assets, Wrong Pocket Assets or Residual Assets pursuant to Sections 3.4-3.6 and adjusted for.
(b) Zenuity hereby confirms that all assets, liabilities and contracts of the Zenuity Group have been identified and correctly reflected in the schedules to the Z1 Asset Transfer Agreement, Z2 Asset Transfer Agreement, VNE Share Purchase Agreement DE, VNE Share Purchase Agreement US and the VCC Share Purchase Agreement.