Conveyance and Transfer of Assets Sample Clauses

Conveyance and Transfer of Assets. Effective as of the Effective Date hereof, Seller shall transfer, convey, assign, and deliver all its right, title, and interest in and to the Assets to the City. To evidence this transfer and sale, Seller shall execute and deliver to the City a Xxxx of Sale for the Assets in the form attached as Schedule 2.
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Conveyance and Transfer of Assets. Upon the terms and subject to all of the conditions contained herein and the performance by each of the parties hereto of their respective obligations hereunder, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell and deliver to Purchaser at the Closing (hereinafter defined) the assets of the Seller’s SAP Practice set forth in Schedule 1.1(a) hereto (the “Assets”); assign the services agreements set forth in Schedule 1.1(b) hereto (the “Services Agreements’) and transfer other properties of the business which are set forth in this section, Section 1.1 (i) through (viii); all of which shall constitute “Transferred Assets” as defined in this Agreement free and clear of all liens, claims, encumbrances, charges, security interests or restrictions of any type whatsoever (“Encumbrances”), other than the Assumed Liabilities (as defined in Section 1.2 hereof) to be assumed by Purchaser as set forth in Section 1.2 hereof:
Sample 1
Conveyance and Transfer of Assets. Seller and Purchaser, intending to be bound by this Agreement, hereby agree that, at Closing, subject to the terms and conditions of this Agreement, Seller shall convey, transfer, assign and deliver, "as is" and "where is", the right, title and interest of Seller in the wellx xx the lands covered by the leaseholds described in Exhibit "A", including all of Seller's right, title and interest in (i) the oil and gas, and oil, gas, and mineral leases, described in Exhibit "A" hereto ("Leaseholds"); and (ii) the oil and gas, and oil, gas, and mineral fee estates created by the mineral deeds described in Exhibit "A" ("Mineral Properties") EXCEPTING AND RESERVING, however, to Seller fifty percent (50%) of all oil and gas and oil, gas, and mineral rights and interests in, under, and created by said leases and mineral deeds in and to all depths below the top of the Queenston Formation, such reserved rights and interests being proportionately reduced in the event Seller owns less than the entire interest in and to such leases and mineral fee estates, with and subject to any Unit Agreements and Seller's rights and obligations under the Operating Agreements, and further subject to any other depth limitations shown on Exhibit "A"; and (iii) any easements, surface rights of way or fee interests created by the Leaseholds and Mineral Properties and by the grants identified in Exhibit "A", including any and all of Seller's rights of ingress and egress EXCEPTING AND RESERVING, however, to Seller joint and concurrent ownership and usage of the easements, surface rights of way or fee interests for access to the Leaseholds and Mineral Properties and (iv) any and all gas gathering and transmission pipelines in, on, or otherwise relating to the Leaseholds and Mineral Properties, inclusive of, but not limited to, that certain portion of the gas gathering and transmission pipeline system known as the Cranberry Pipeline INSOFAR AND ONLY INSOFAR as that portion of said pipeline system situated in Crawford, Mercer, and Venango Counties, Pennsylvania ("Pipeline") and (v) wellx, xxnkage, fixtures, treating facilities, pumping equipment, flow lines, any Seller owned field compressor facilities, together with any real and personal property interests appurtenant or related to or used in connection with the Leaseholds and Mineral Properties, and the Books and Records exclusively relating thereto; (all of which Leaseholds, Mineral Properties, Pipeline and other property or rights are referr...
Sample 1

Related to Conveyance and Transfer of Assets

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Conveyance of Assets Any conveyance, transfer or disposal of all or substantially all assets of Guarantor to any Person.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Merger or Transfer of Assets The Trading Manager, Trading Company or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.

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