Bills of Sale and Assignments Sample Clauses

Bills of Sale and Assignments of the listed Agreements, as set forth in SCHEDULE 9.2.5.
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Bills of Sale and Assignments. Seller agrees to execute any separate bills of sale and assignments of title, in recordable form, as may reasonably be requested by Purchaser to effect the sales and assignments embodied in the Transactions, including, but not limited to, the execution and delivery at closing of the Xxxx of Sale attached hereto as Exhibit X.
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Bills of Sale and Assignments. At the Closing, (a) each Seller other than Xxxxxxxxx shall deliver to Buyer a Xxxx of Sale and Assignment, in substantially the form of Exhibit B attached hereto (each, a “Xxxx of Sale”), (b) each of Quik Drive USA and Quik Drive Canada shall deliver to Buyer Patent Assignments (as that term is defined in section 3.1.8) assigning to Buyer the Company Patent Rights, if any, and shall deliver to Buyer Trademark Assignments (as that term is defined in section 3.1.8) assigning to Buyer all trademarks, service marks and registrations thereof, (c) Xxxxxxxxx shall deliver to Buyer Patent Assignments assigning the Xxxxxxxxx Patent Rights to Buyer, (d) Quik Drive USA and Buyer shall execute and deliver a Share Sale Agreement (as that term is defined in section 3.1.13) for the sale of the Australia Shares by Quik Drive USA to Buyer, and (e) Buyer shall deliver to Sellers an Assumption Agreement in substantially the form of Exhibit C attached hereto (the “Assumption Agreement”), with respect to the Assumed Liabilities being assumed by Buyer. Sellers shall also deliver to Buyer at or prior to the Closing, a certificate from the Tennessee Secretary of State and other appropriate governmental officials confirming that as of the Closing Date there are no filings against any Company or any of the Assets in the office of said Secretary of State under any applicable Uniform Commercial Code that would be a lien on any of the Assets specified (other than such filings, if any, as are being released at the time of the Closing).
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Bills of Sale and Assignments. Each Seller shall execute and deliver (A) a xxxx of sale for all of the Acquired Assets that are Tangible Personal Property, in substantially the form of Exhibit F (collectively, the “Bills of Sale”), (B) assignments of all Acquired Assets that are intangible personal property (including the Assigned Agreements), which shall also contain the Purchaser’s undertaking and assumption of the Assumed Liabilities, in substantially the form of Exhibit G (the “Assignment and Assumption Agreements”), (C) assignments of all Intellectual Property and separate assignments of all registered marks, patents and copyrights in substantially the form of Exhibit H (the “IP Assignments”), and (D) such other deeds, bills of sale, assignments, documents, certificates of title, endorsements, and other good and sufficient instruments of conveyance, in form and substance reasonably satisfactory to the Purchaser, sufficient to sell, convey and assign all of the Acquired Assets to the Purchaser.
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Bills of Sale and Assignments. Bills of sale, assignments and other documents of conveyance or transfer of title (including without limitation, separate assignment agreements for the Trademarks), all in form satisfactory to Purchaser's counsel, executed by Seller;
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Bills of Sale and Assignments. A Bxxx of Sale and Assignment with respect to each Property, as duly executed by the applicable Seller;
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Bills of Sale and Assignments. At the Closing, (a) the Companies shall deliver to Buyer a Xxxx of Sale, Assignment and Assumption, in substantially the form of Exhibit A (the “Xxxx of Sale”), and (b) Sellers shall deliver to Buyer such instruments of assignment of the Patent Rights, Copyrights, Trademarks and all other Assets as Buyer may request to evidence or perfect Buyer’s purchase of such Assets. Sellers shall also deliver to Buyer at or before the Closing, (a) a certificate or certificates from the North Carolina Secretary of State and other appropriate governmental officials confirming that as of a date not earlier than fourteen days before the Closing Date there are no filings against either Company or any of the Assets in the office of said Secretary of State or such other governmental officials under any applicable Uniform Commercial Code or similar law (other than such filings, if any, as are being released at the time of the Closing), and (b) a certificate or certificates from the North Carolina Department of Revenue confirming that as of a date not earlier than fourteen days before the Closing Date neither Company has any liability or obligation for any taxes owed to the North Carolina Department of Revenue under the law of North Carolina.
Sample 1
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Bills of Sale and Assignments. Seller shall have executed and delivered to Buyer a xxxx of sale, an Intellectual Property assignment and such other instruments of conveyance with respect to the Acquired Assets as Buyer requests in form and substance satisfactory to Buyer.
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Related to Bills of Sale and Assignments

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • SUB-CONTRACTING AND ASSIGNMENT 18.1 Subject to clause 18.3, neither party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority, such consent not to be unreasonably withheld. 18.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority’s Authorised Representative. 18.3 The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

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