Common use of Assets of the Transferred Entities Clause in Contracts

Assets of the Transferred Entities. (i) The parties agree that none of the assets, properties or rights of HCS France or HCS Germany shall be transferred pursuant to Section 1.1(d) or shall be considered Purchased Assets for the purposes of Section 1.1 hereof and that such assets, properties and rights shall be held by HCS France or HCS Germany, as the case may be, in the same manner before and after the Closing Date without any change therein as a result of the transactions contemplated hereunder, except that Purchaser (or its designee) shall be the holder of the Equity Interests. (ii) The following assets shall be transferred from each Transferred Entity to a Seller (or an Affiliate) prior to the Closing (the “Transferred Entities Retained Assets”): (A) all cash on hand in each Transferred Entity’s bank and lock box accounts, plus all marketable securities owned by such Transferred Entity, in each case as of the close of business on the day preceding the Closing Date; (B) except as otherwise provided in Section 5.8 or as required by local law and the Acquired Rights Directive, all assets in or related to a Transferred Entity’s participation in or sponsorship of any Foreign Benefit Plan; and (C) any rights of such Transferred Entity to reimbursements, indemnification, hold-harmless or similar rights relating to any Retained Liabilities.