Common use of Return of Assets Clause in Contracts

Return of Assets. (a) If, at any time after the Closing, any asset held by the Company Group is ultimately determined to be an asset owned by any of the Sellers or any of their Affiliates prior to the Closing, (i) the Company shall return or transfer and convey (without further consideration) to such Seller or Affiliate of such Seller, and such Seller shall cause such Affiliate to accept or assume, as applicable, such asset; (ii) the Sellers shall cause such Affiliate to assume (without further consideration) any Liabilities associated with such asset; and (iii) the Company shall, and such Seller shall cause such Affiliate to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset back to such Seller or such Affiliate, in each case such that each party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (b) If, at any time after the Closing, any asset held by the Sellers or their Affiliates is ultimately determined to be an asset owned by the Company or any of its Subsidiaries, (i) such Seller shall or shall cause to return or transfer and convey (without further consideration) to the Company or the appropriate Subsidiary of the Company, and the Company shall or shall cause such Subsidiary to accept or assume, as applicable, such asset; (ii) the Company shall or shall cause such Subsidiary to assume (without further consideration) any 40 Liabilities associated with such asset; and (iii) such Seller shall or shall cause such Affiliate to, and the Company shall or shall cause such Subsidiary to, execute such documents or instruments of conveyance or assumption and take such further acts which are reasonably necessary or desirable to effect the transfer of such asset back to the Company or such Subsidiary, in each case such that each party is put into the same economic position as if such action had been taken on or prior to the Closing Date.