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. (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).
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. 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. (a) On the Closing Date, (i) Seller shall deliver to Purchaser such instruments of sale, assignment, transfer and conveyance, including without limitation the Intellectual Property Assignment required pursuant to Section 7.5 hereof, and do such other acts as are reasonably necessary to effectuate the sale, transfer, assignment and delivery to Purchaser of the right, title and interest of Seller in and to the Purchased Assets to be sold, transferred, assigned and delivered to Purchaser on such date pursuant to Section 2.1 and (ii) Purchaser shall deliver to Seller such 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 Purchaser of the Assumed Liabilities without any increase in cost or expense by Purchaser or the imposition of any additional burdensome terms or conditions. Within the time period required by the applicable Investor with respect to each applicable Transfer Date, (or, if Seller shall not have retained a third party service provider to prepare Assignments of Mortgage Instruments, on or prior to each applicable Transfer Date), Seller shall deliver to Purchaser such instruments of sale, assignment, transfer and conveyance as are required by the applicable Investor, and deliver such other instruments and do such other acts reasonably necessary to effectuate the sale, transfer, assignment and delivery to Purchaser of the actual legal title of Seller in and to the related portion(s) of the Servicing Portfolio on such Transfer Date pursuant to Section 2.1. (bi Without limiting the foregoing, within the time period provided by the applicable Investor with respect to each applicable Transfer Date (or, if Seller shall not have retained a third party service provider to prepare Assignments of Mortgage Instruments, on or prior to each applicable Transfer Date), Seller shall, at its expense, promptly take each such action as may be necessary to transfer all of its right, title and interest in and to the Mortgage Loans including the Servicing but not the ownership of the Mortgage Note and Mortgage of Mortgage Loans owned by Seller or its Affiliates as Investors to Purchaser, including (i) endorsing or causing to be endorsed the related Mortgage Notes to Purchaser without recourse, (ii) preparing or causing to be prepared Assignments of Mortgage Instruments, assigning the related Mortgages from Seller to Purchaser and preparing or causing to be prepared all prior...
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. 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.
Assignment and Assumption Documents. If Lender’s Consent is obtained, 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.
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").
