Additional Documents and Acts by Transferor. The Transferor will also cause or deliver, or cause to be delivered, to the Transferee, at the times stipulated, the following: (a) upon the request of the Transferee, all documentation as may be necessary and as may be required by counsel for the Transferee, acting reasonably, to ensure that all of the Assets have been duly transferred, assigned and are registerable in the name of and for the benefit of the Transferee under applicable corporate laws and including, without limitation, all necessary deeds, conveyances, bills of sale, assurances, transfers, contract assignments, sales agreement assignments, development agreement assignments, royalty assignments, license assignments, manufacturing agreement assignments, supply agreement assignments, consents and any other documents necessary or reasonably required effectively to transfer all of the Assets and the business of the Assets to the Transferee with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever; (b) within 10 days of the Closing Date, a certified copy of the resolutions of the directors and shareholders of the Transferor authorizing the transfer by the Transferor to the Transferee of all of the Assets in accordance with the terms of this Agreement; (c) within 30 days of the Closing Date, all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, approval from all Regulatory Authorities having jurisdiction over the Transferor and the Assets or a certificate of counsel of the Transferor that no such consents are required; and (d) within 30 days of the Closing Date all records, engineering specifications and reports, patents, books, and other documentation pertinent to the Assets and all molds, inventory, customer lists, supply contracts, manufacturing contracts, and all and every part of such matters pertaining to the Assets.
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Samples: Asset Purchase Agreement (Boomers Cultural Development, Inc.), Asset Purchase Agreement (Quantum Energy Inc.)
Additional Documents and Acts by Transferor. The Transferor will also cause or deliver, or cause to be delivered, to the Transferee, at the times stipulated, the following:
(a) upon the request of the Transferee, all documentation as may be necessary and as may be required by counsel for the Transferee, acting reasonably, to ensure that all of the Assets have been duly transferred, assigned and are registerable in the name of and for the benefit of the Transferee under applicable corporate laws and including, without limitation, all necessary deeds, conveyances, bills of sale, assurances, transfers, contract assignments, sales agreement assignments, development agreement assignments, royalty assignments, license assignments, manufacturing agreement assignments, supply agreement assignments, consents and any other documents necessary or reasonably _required effectively to transfer all of the Assets and the business of the Assets to the Transferee with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever;
(b) within 10 days of the Closing Date, a certified copy of the resolutions of the directors and . shareholders of the Transferor authorizing the transfer by the Transferor to the Transferee of all of the Assets in accordance with the terms of this Agreement;
(c) within 30 days of the Closing Date, all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, approval from all Regulatory Authorities having jurisdiction over the Transferor and the Assets or a certificate of counsel of the Transferor that no such consents are required; and
(d) within 30 days of the Closing Date all records, engineering specifications and reports, patents, books, and other documentation pertinent to the Assets and all molds, inventory, customer lists, supply contracts, manufacturing contracts, and all and every part of such matters pertaining to the Assets.
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Additional Documents and Acts by Transferor. The Transferor will also cause or deliver, or cause to be delivered, to the Transferee, at the times stipulated, the following:
(a) upon the request of the Transferee, all documentation as may be necessary and as may be required by counsel for the Transferee, acting reasonably, to ensure that all of the Assets have been duly transferred, assigned and are registerable in the name of and for the benefit of the Transferee under applicable corporate laws and including, without limitation, all necessary deeds, conveyances, bills of sale, assurances, transfers, contract assignments, sales agreement assignments, development agreement assignments, royalty assignments, license assignments, manufacturing agreement assignments, supply agreement assignments, consents and any other documents necessary or reasonably required effectively to transfer all of the Assets and the business of the Assets to the Transferee with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever;
(b) within 10 days of the Closing Effective Date, a certified copy of the resolutions of the directors and shareholders of the Transferor authorizing the transfer by the Transferor to the Transferee of all of the Assets in accordance with the terms of this Agreement;
(c) within 30 days of the Closing Effective Date, all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, approval from all Regulatory Authorities having jurisdiction over the Transferor and the Assets or a certificate of counsel of the Transferor that no such consents are required; and
(d) within 30 days of the Closing Date all records, engineering specifications and reports, patents, books, and other documentation pertinent to the Assets and all molds, inventory, customer lists, supply contracts, manufacturing contracts, and all and every part of such matters pertaining to the Assets.;
Appears in 1 contract
Samples: Asset Purchase Agreement (Eagle Aero Holdings CORP)