Conveyance and Assumption Instruments Clause Samples

Conveyance and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyance and Assumption Instruments reasonably necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Conveyance and Assumption Instruments collectively, the various agreements, instruments and other documents to be entered into to effect the transfer of assets and the assumption of Liabilities contemplated by this Agreement.

Conveyance and Assumption Instruments. At the Closing, Ashland and the Asset Selling Corporations, on the one hand, and Buyer and Buyer Corporations, on the other hand, shall execute and deliver such bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption as are necessary for the conveyance of the Conveyed Assets by Ashland and the Asset Selling Corporations and the assumption of the Assumed Liabilities by Buyer and the Buyer Corporations as contemplated hereunder, in each case in form and substance reasonably agreed by the parties and as is usual and customary with respect to the applicable Conveyed Asset or Assumed Liability in the applicable jurisdiction and that implements the applicable terms, and is consistent with the underlying principles of, this Agreement.

Conveyance and Assumption Instruments. Collectively, the various agreements, instruments and other documents entered into or to be entered into to effect the transfer, prior to the Distribution Date and in the manner contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise, of TLC Assets to TLC (including, without limitation, the intellectual property rights and other assets described in the Information Statement) and the assumption of TLC Liabilities by TLC, in both cases relating to the business of TLC as described in the Information Statement.

Conveyance and Assumption Instruments. In connection with, and in furtherance of, the sale and conveyances of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or prior to the Effective Date, by the appropriate entities, the Conveyance and Assumption Instruments, if any, necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid sale and conveyance to the applicable Party (or member of such Party’s Group) of all right, title and interest in and to its acquired Assets, including the instruments described in Section 2.12. Further, the Parties recognize and acknowledge that Questar, by and through its subsidiary, Questar Pipeline Company, holds operating rights in federal or state oil and gas leases that were in effect prior to August 1, 1981 and listed as leases subject to the Wexpro Stipulation and Agreement for its gas storage reservoirs commonly referred to as Clay Basin, ▇▇▇▇▇, Coalville and Chalk Creek storage reservoirs. To the extent that QEP holds any operating rights in said federal, fee or state oil and gas leases as to the approved storage zone or formation for these gas storage reservoirs, QEP shall convey, transfer, and assign any and all of its operating rights in and to said storage zones or formations within the governmentally approved boundary for these storage reservoirs to Questar Pipeline.