Assignment and Assumption Documents. (a) On the Closing Date, (i) the Selling Companies and Buyer shall deliver and Parent shall cause the Selling Companies to deliver a bill of sale and instrument of axxxxption of liabilities substantially in the form attached hereto as Exhibit F, (ii) the Selling Companies shall deliver and Parent shall cause the Selling Companies to deliver to Buyer such other instruments of sale, assignment, transfer and conveyance (including, if necessary, duly executed powers of attorney to transfer all of the shares of stock of the Acquired Subsidiary), and do such other acts as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Buyer of the right, title and interest of the Selling Companies in and to the Purchased Assets to be sold, transferred, assigned and delivered to Buyer on such date pursuant to Section 2.01(a) free and clear of any Liens other than Permitted Liens except that clause (a) of such definition shall not apply immediately prior to the Effective Time and (iii) Buyer shall deliver to the Selling Companies such other instruments of assumption, and do or cause to be done by third parties such other acts as are reasonably necessary to effectuate the assumption by Buyer of the Assumed Liabilities to be assumed by Buyer on such date pursuant to Section 2.01(b).
(b) Without limiting the foregoing, on or before the Closing Date, Sellers shall, at their expense, promptly take each such action as may be necessary to transfer all of the Selling Companies' right, title and interest in and to the Acquired Warehouse Loans, including (i) endorsing or causing to be endorsed the related Mortgage Notes to Buyer without recourse, (ii) preparing or causing to be prepared Assignments of Mortgage Instruments, assigning the related Mortgages from the Selling Companies to Buyer and preparing or causing to be prepared all prior intervening Assignments of Mortgage Instruments as reasonably required by Buyer and (iii) assigning nominal title to the other related Mortgage Loan Documents to Buyer. To the extent required by applicable Regulations with respect to Mortgage Loans, Sellers will, at their expense, record or cause the recordation of the Assignments of Mortgage Instruments from the Selling Companies to Buyer. In addition, Sellers will, at their expense, prepare and record, or cause the preparation and recordation of, Assignments of Mortgage Instruments from Buyer to the applicable Investor to the extent required by applicable Regulation...
Assignment and Assumption Documents. At the Closing, Purchaser and Seller will execute and deliver an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “Assumption Agreement”) in order to effect the assignment and assumption of the Assumed Liabilities.
Assignment and Assumption Documents. Cryogen shall have executed and delivered to the Company the Assignment and Assumption Documents
Assignment and Assumption Documents. 19 3.5 Investor Consents and Consenting Party Consents.............20 3.6 Notices.....................................................20 3.7 Certain Servicing and Loan Transfer Actions.................21 3.8 Tax Service; Flood Service..................................21 3.9
Assignment and Assumption Documents. The parties hereto shall, and shall cause their respective Affiliates to, execute any assignment and assumption agreements or membership or partnership transfer instruments that may be necessary or appropriate in connection with the Assumed Liabilities, effective as of the Interim Closing Date.
Assignment and Assumption Documents. Seller, Subsidiary and/or Buyer, as appropriate, shall have executed assignment and assumption documents in form and content mutually satisfactory to the parties, including, without limitation, a Xxxx of Sale substantially in the form of Exhibit 5.1.13(a) hereto (the "Xxxx of Sale"), an Assumption Agreement substantially in the form of Exhibit 5.1.13(b) hereto (the "Assumption Agreement"), trademark assignments substantially in the form of Exhibit 5.1.13(c) hereto (the "Trademark Assignments"), copyright assignments substantially in the form of Exhibit 5.1.13(d) hereto, and UCC-3 financing statements assigning the Financing Statements to Buyer (the "UCC-3s").
Assignment and Assumption Documents. Seller, Subsidiary and/or Buyer, as appropriate, shall have executed assignment and assumption documents in form and content mutually satisfactory to the parties, including, without limitation, the Xxxx of Sale, the Assumption Agreement, the Trademark Assignments and the UCC-3s.
Assignment and Assumption Documents. The Assignment and Assumption Agreement and such other agreements and documents reasonably required by Seller's counsel evidencing Purchaser's assumption of the Assumed Liabilities;
Assignment and Assumption Documents. (a) Subject to fulfillment or waiver of the conditions set forth in Section 11.1, at the First Closing, (i) Triton Network Newco shall execute and deliver to AWS and the AWS Contributing Entities the membership interest assignment agreements effecting the Network Exchange, substantially in the forms attached hereto as Exhibits I-1 and I-2 (collectively, the “Network Membership Interest Assignment Agreements”), and (ii) Triton Network Newco shall execute and deliver to AWS and the AWS Contributing Entities, in a form reasonably acceptable to Cingular, (x) a certificate of Triton Network Newco’s non-foreign status that complies with the requirements of Section 1445 of the Code and (y) any certificates, affidavits, forms or documents as may be required under similar provisions of State or local tax law (the “Triton Network FIRPTA Certificates”).
(b) Subject to fulfillment or waiver of the conditions set forth in Section 12.1, at the First Closing, (i) AWS and the AWS Contributing Entities shall execute and deliver to Triton Network Newco the Network Membership Interest Assignment Agreements, and (ii) AWS and the AWS Contributing Entities shall execute and deliver to Triton Network Newco, in a form reasonably acceptable to Triton, (x) a certificate of each such entity’s non-foreign status that complies with the requirements of Section 1445 of the Code and (y) any certificates, affidavits, forms or documents as may be required under similar provisions of State or local tax law (the “AWS Network FIRPTA Certificates”).
(c) Subject to fulfillment or waiver of the conditions set forth in Section 11.2, at the Second Closing, Triton License shall execute and deliver to TeleCorp and AWS PCS the membership interest assignment agreements effecting the License Exchange, substantially in the forms attached hereto as Exhibits I-3 and I-4 (collectively, the “License Membership Interest Assignment Agreements”).
(d) Subject to fulfillment or waiver of the conditions set forth in Section 12.2, at the Second Closing, TeleCorp and AWS PCS shall execute and deliver to Triton License the License Membership Interest Assignment Agreements.
Assignment and Assumption Documents. The Assignment and Assumption Agreement, in recordable form, duly executed by Seller before a notary public, in the form of which has been previously approved by all parties thereto.
