Common use of Delayed Transfer Assets and Liabilities Clause in Contracts

Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3. Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI Asset or as a MMI Liability, as the case may be.

Appears in 2 contracts

Samples: General Assignment and Assumption Agreement (Millipore Corp /Ma), General Assignment and Assumption Agreement (Millipore Microelectronics Inc)

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Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI Luminent Asset or as a MMI Luminent Liability, as the case may be.

Appears in 2 contracts

Samples: General Assignment and Assumption Agreement (Luminent Inc), General Assignment and Assumption Agreement (Luminent Inc)

Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI an Agilent Asset or as a MMI an Agilent Liability, as the case may be.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Agilent Technologies Inc), Assignment and Assumption Agreement (Agilent Technologies Inc)

Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI an HDD Asset or as a MMI an HDD Liability, as the case may be.

Appears in 2 contracts

Samples: General Assignment and Assumption Agreement (Maxtor Corp), General Assignment and Assumption Agreement (Maxtor Corp)

Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.31.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement, the Separation Agreement and the other Ancillary Agreements as a MMI Roxio Asset or as a MMI Roxio Liability, as the case may be.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Roxio Inc)

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Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.31.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI SNAP Asset or as a MMI SNAP Liability, as the case may be.

Appears in 1 contract

Samples: General Assignment and Assumption Agreement (Snap Appliances Inc)

Delayed Transfer Assets and Liabilities. Each of the parties hereto --------------------------------------- agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on SCHEDULE 2.1.3Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the other Ancillary Agreements as a MMI Coach Asset or as a MMI Coach Liability, as the case may be.

Appears in 1 contract

Samples: General Assignment and Assumption Agreement (Coach Inc)

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