Transfer of Transition Assets Clause Samples

Transfer of Transition Assets. On the applicable Subsequent Transfer Date for any Transition Assets, without the taking of any further action or the payment of additional consideration by any party hereto, all of the right, title and interest of IMS in and to any and all of such Transition Assets shall be assigned, transferred, conveyed and delivered to PGIO (who immediately thereafter shall contribute such Transition Asset to the Company), free and clear of all Liens except Permitted Liens. In furtherance of the transactions contemplated under this subsection (b), on the applicable Subsequent Transfer Date for any Transition Assets, each of the Company, PGIO, IMS and any applicable Affiliate of either PGIO or IMS shall execute and deliver to the others such bills of sale, endorsements, assignments and other instruments of transfer, conveyance, contribution and assignment, in forms reasonably satisfactory to PGIO and IMS, as shall be required by Law or necessary in the reasonable judgment of PGIO or the Company to transfer, convey and assign all of IMS and its Affiliates' right, title and interest in and to such Transition Assets to the Company. Transition Assets transferred to PGIO under this Section shall be deemed "Purchased Assets" upon the consummation of such transfer and assumption thereof.