Common use of Conveyance Documentation Clause in Contracts

Conveyance Documentation. Seller shall execute and deliver or cause to be executed and delivered, or has executed and delivered or caused to be executed and delivered, to Buyer (with such acknowledgments required by the circumstances) documents of conveyance which are required to convey to Buyer the Purchased Assets free and clear of all restrictions or conditions to sale, conveyance or transfer and free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, security interests, Taxes, conditions or restrictions of any nature or description whatsoever (“Liens”) (other than those identified on Schedule 3.2(A) hereto, the “Permitted Liens”) and consistent with the other requirements of this Agreement. Except as otherwise expressly provided in this Agreement, the Purchased Assets are being sold “as is, where is” without any express or implied warranties whatsoever. Without limiting the generality of the foregoing, the documents of conveyance shall include the following: (1) An assignment and assumption agreement (“Assignment and Assumption Agreement”) in form and content substantially as shown on Exhibit A attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by any Assigned Contracts (other than the Facilities Lease); (2) An assignment and assumption agreement (“Assignment of Lease”) in form and content substantially as shown on Exhibit B attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by the Facilities Lease, together with which Seller shall deliver a writing signed by the landlord named in the Facilities Lease or other person whose approval or consent is required in connection therewith setting forth, in form and content reasonably acceptable to the Buyer, such person’s consent to said assignment and certifying to the Buyer the date to which rents have been paid under the Facilities Lease, the amount of any security or other deposit held by such person in respect thereto, and the non-existence of any fact, occurrence or circumstance known by such person which would, with or without the giving of notice and/or lapse of time, constitute a default by the Seller under the Facilities Lease; (3) A xxxx of sale (“Xxxx of Sale”) in form and content substantially as shown on Exhibit C attached hereto and conveying to Buyer all of the Purchased Assets (other than as provided for in the Assignment and Assumption Agreement, or in the Assignment of Lease, or in any document of title provided for in Section 3.2(A)(4) below); (4) An endorsement and delivery of certificates of title required to effectuate the transfer to Buyer of any Vehicles or other Equipment, and any instruments the endorsement and delivery of which is required to effectuate transfer to Buyer; and (5) The written consent to assignment (in form and substance reasonably satisfactory to Buyer) of third persons whose approval of any conveyance contemplated herein is required in order to comply with the requirements of any agreement or legal requirement binding on the Seller, Parent or their affiliates.

Conveyance Documentation. Seller has executed and delivered to Buyer or shall execute and deliver or cause to be executed and delivered, or has executed and delivered or caused to be executed and delivered, to Buyer (with such acknowledgments required by the circumstances) documents of conveyance which are required to convey to Buyer the Purchased Assets free and clear of all restrictions or conditions to sale, conveyance or transfer and free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, security interests, Taxes, conditions or restrictions of any nature or description whatsoever whatsoever, whether secured or unsecured, xxxxxx or inchoate, fixed or contingent, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, known or unknown (“Liens”) (other than those specifically identified on Schedule 3.2(A4.2(A) hereto, the “Permitted Liens”) and consistent with the other requirements of this Agreement. Except as otherwise expressly provided in this Agreement, the Purchased Assets are being sold “as is, where is” without any express or implied warranties whatsoever. Without limiting the generality of the foregoing, the documents of conveyance shall include the following: (1) An assignment and assumption agreement (“Assignment and Assumption Agreement”) in form and content substantially as shown on Exhibit A attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by any Assigned Contracts (other than the Facilities Lease); (2) An assignment and assumption agreement (“Assignment of Lease”) in form and content substantially as shown on Exhibit B attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by the Facilities LeaseLease (included herewith at Exhibit B); and, together with which therewith, Seller shall deliver a writing signed by the landlord named in the Facilities Lease or other person Person whose approval or consent is required in connection therewith setting forth, in form and content reasonably acceptable to the Buyer, forth such personPerson’s consent to said assignment and certifying to Buyer that the Buyer lease attached to the date consent is a true and complete copy of the lease as amended to which rents have been paid date, that there is no default existing under the Facilities Leaselease and there is no fact, the amount of any security circumstance or other deposit held by condition known to such person in respect thereto, and the non-existence of any fact, occurrence or circumstance known by such person which that would, with or without the giving of notice and/or notice, the lapse of time, or both, constitute a breach or default by the Seller under the Facilities Leaselease, and certifying as to the amount of the current monthly rent and of the security deposit, if any; (3) A xxxx of sale (“Xxxx of Sale”) in form and content substantially as shown on Exhibit C attached hereto and conveying to Buyer all of the Purchased Assets (other than as provided for in the Assignment and Assumption Agreement, or in the Assignment of Lease, or in any document of title provided for in Section 3.2(A)(44.2(A)(4) below); (4) An endorsement and delivery of certificates of title required to effectuate the transfer to Buyer of any Vehicles or other Equipment, and any instruments the endorsement and delivery of which is required to effectuate transfer to Buyer; and; (5) The written consent to assignment (in form and substance reasonably satisfactory to Buyer) of third persons Persons whose approval of any conveyance contemplated herein is required in order to comply with the requirements of any agreement or legal requirement binding on the Seller, Parent or their affiliatesAffiliates. (6) The written consent of Franchisor (the “Franchisor Consent”) to Buyer’s and its Affiliates’ right to setoff or recoup the amount of any of Seller’s and/or Parent’s indemnification obligations under Section 8.2 hereof against any payments that become due under their respective franchise agreements with Franchisor, dated the Effective Date, in form and content substantially as shown on Exhibit D attached hereto. (7) An executed Ohio Form 590 (Consent for Use of Similar Name) by which Seller consents to the use by Buyer of the name “New Horizons Computer Learning Center of Cleveland” for the transaction of business in the State of Ohio. (8) Consents to the transactions contemplated by this Agreement and discharge(s) of all Liens on any of the Purchased Assets by each of the senior lenders to Seller; and (9) Any other documents and instruments required by this Agreement or reasonably requested by Buyer to effect or evidence the transactions contemplated by this Agreement.

Conveyance Documentation. Seller has executed and delivered to Buyer or shall execute and deliver or cause to be executed and delivered, or has executed and delivered or caused to be executed and delivered, to Buyer (with such acknowledgments required by the circumstances) documents of conveyance which are required to convey to Buyer the Purchased Assets free and clear of all restrictions or conditions to sale, conveyance or transfer and free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, security interests, Taxes, conditions or restrictions of any nature or description whatsoever (“Liens”) (other than those identified on Schedule 3.2(A) hereto, the “Permitted Liens”) and consistent with the other requirements of this Agreement. Except as otherwise expressly provided in this Agreement, the Purchased Assets are being sold “as is, where is” without any express or implied warranties whatsoever. Without limiting the generality of the foregoing, the documents of conveyance shall include the following: (1) An assignment and assumption agreement (“Assignment and Assumption Agreement”) in form and content substantially as shown on Exhibit A attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by any Assigned Contracts (other than the Facilities LeaseLeases); (2) An assignment and assumption agreement (“Assignment of Lease”) in form and content substantially as shown on Exhibit B attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by the Facilities LeaseNewmarket Center Lease (included herewith at Exhibit B-1) and the Perimeter Center Lease (included herewith at Exhibit B-2); and, together with which therewith, Seller shall deliver a writing signed by the landlord landlords named in the Facilities Lease Leases or other person whose approval or consent is required in connection therewith setting forth, in form and content reasonably acceptable to the Buyer, such person’s consent to said assignment and certifying to the Buyer the date to which rents have been paid under the Facilities LeaseLeases, the amount of any security or other deposit held by such person in respect thereto, and the non-existence of any fact, occurrence or circumstance known by such person which would, with or without the giving of notice and/or lapse of time, constitute a default by the Seller under the Facilities LeaseLeases; (3) A xxxx of sale (“Xxxx of Sale”) in form and content substantially as shown on Exhibit C attached hereto and conveying to Buyer all of the Purchased Assets (other than as provided for in the Assignment and Assumption Agreement, or in the Assignment of Lease, the Sublease or in any document of title provided for in Section 3.2(A)(4) below); (4) An endorsement and delivery of certificates of title required to effectuate the transfer to Buyer of any Vehicles or other Equipment, and any instruments the endorsement and delivery of which is required to effectuate transfer to Buyer; and (5) The written consent to assignment (in form and substance reasonably satisfactory to Buyer) of third persons whose approval of any conveyance contemplated herein is required in order to comply with the requirements of any agreement or legal requirement binding on the Seller, Parent or their affiliates.

Conveyance Documentation. Seller shall execute and deliver or cause to be executed and delivered, or has executed and delivered or caused to be executed and delivered, to Buyer (with such acknowledgments required by the circumstances) documents of conveyance which are required to convey to Buyer the Purchased Assets free and clear of all restrictions or conditions to sale, conveyance or transfer and free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, security interests, Taxes, conditions or restrictions of any nature or description whatsoever (“Liens”) (other than those identified on Schedule 3.2(A) hereto, the “Permitted Liens”) and consistent with the other requirements of this Agreement. Except as otherwise expressly provided in this Agreement, the Purchased Assets are being sold “as is, where is” without any express or implied warranties whatsoever. Without limiting the generality of the foregoing, the documents of conveyance shall include the following: (1) An assignment and assumption agreement (“Assignment and Assumption Agreement”) in form and content substantially as shown on Exhibit A B attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by any Assigned Contracts (other than the Facilities LeaseLeases); (2) An assignment and assumption agreement (“Assignment of Lease”) in form and content substantially as shown on Exhibit B C-1 attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by the Facilities Burbank Lease, together with which Seller shall deliver a writing signed by the landlord named in the Facilities Burbank Lease or other person whose approval or consent is required in connection therewith setting forth, in form and content reasonably acceptable to the Buyer, forth such person’s consent to said assignment and certifying to the Buyer the date to which rents have been paid under the Facilities Lease, the amount of any security or other deposit held by such person in respect thereto, and the non-existence of any fact, occurrence or circumstance known by such person which would, with or without the giving of notice and/or lapse of time, constitute a default by the Seller under the Facilities Leaseassignment; (3) A sublease agreement (the “Sublease”) in form and content substantially as shown on Exhibit C-2 attached hereto pursuant to which, among other things, the Seller subleases to Buyer certain interests of Seller arising under, provided for in, or governed by the Anaheim Lease, together with which Seller shall deliver a writing signed by the landlord named in the Anaheim Lease or other person whose approval or consent is required in connection therewith setting forth such person’s consent to the Sublease; (4) A xxxx of sale (“Xxxx of Sale”) in form and content substantially as shown on Exhibit C D attached hereto and conveying to Buyer all of the Purchased Assets (other than as provided for in the Assignment and Assumption Agreement, or in the Assignment of Lease, or in any document of title provided for in Section 3.2(A)(43.2(A)(5) below); (45) An endorsement and delivery of certificates of title required to effectuate the transfer to Buyer of any Vehicles or other Equipment, and any instruments the endorsement and delivery of which is required to effectuate transfer to Buyer; and (56) The written consent to assignment (in form and substance reasonably satisfactory to Buyer) of third persons whose approval of any conveyance contemplated herein is required in order to comply with the requirements of any agreement or legal requirement binding on the Seller, Parent or their affiliates.

Conveyance Documentation. Seller has executed and delivered to Buyer or shall execute and deliver or cause to be executed and delivered, or has executed and delivered or caused to be executed and delivered, to Buyer (with such acknowledgments required by the circumstances) documents of conveyance which are required to convey to Buyer the Purchased Assets free and clear of all restrictions or conditions to sale, conveyance or transfer and free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, security interests, Taxes, conditions or restrictions of any nature or description whatsoever whatsoever, whether secured or unsecured, xxxxxx or inchoate, fixed or contingent, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, known or unknown (“Liens”) (other than those specifically identified on Schedule 3.2(A4.2(A) hereto, the “Permitted Liens”) and consistent with the other requirements of this Agreement. Except as otherwise expressly provided in this Agreement, the Purchased Assets are being sold “as is, where is” without any express or implied warranties whatsoever. Without limiting the generality of the foregoing, the documents of conveyance shall include the following: (1) An assignment and assumption agreement (“Assignment and Assumption Agreement”) in form and content substantially as shown on Exhibit A attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by any Assigned Contracts (other than the Facilities LeaseLeases); (2) An assignment and assumption agreement (“Assignment of Lease”) in form and content substantially as shown on Exhibit B attached hereto pursuant to which, among other things, the Seller conveys and assigns to Buyer all right, title and interest of Seller arising under, provided for in, or governed by the Facilities LeaseBryn Mawr Lease (included herewith at Exhibit B-1); and, together with which therewith, Seller shall deliver a writing Consent to Assignment Agreement signed by the landlord named in the Facilities Bryn Mawr Lease or other person Person whose approval or consent is required in connection therewith setting forth, in such form and content reasonably acceptable to the Buyer, such person’s consent to said assignment and certifying to the Buyer the date to which rents have been paid under the Facilities Lease, the amount of any security or other deposit held by such person in respect thereto, and the non-existence of any fact, occurrence or circumstance known by such person which would, with or without the giving of notice and/or lapse of time, constitute a default as is mutually agreed by the Seller under the Facilities LeaseParties; (3) A xxxx of sale (“Xxxx of Sale”) in form and content substantially as shown on Exhibit C attached hereto and conveying to Buyer all of the Purchased Assets (other than as provided for in the Assignment and Assumption Agreement, or in the Assignment of Lease, or in any document of title provided for in Section 3.2(A)(44.2(A)(4) below); (4) An endorsement and delivery of certificates of title required to effectuate the transfer to Buyer of any Vehicles or other Equipment, and any instruments the endorsement and delivery of which is required to effectuate transfer to Buyer; and; (5) The written consent to assignment (in form and substance reasonably satisfactory to Buyer) of third persons Persons whose approval of any conveyance contemplated herein is required in order to comply with the requirements of any agreement or legal requirement binding on the Seller, Parent or their affiliatesAffiliates. (6) The written consent of Franchisor (the “Franchisor Consent”) to Buyer’s and its Affiliates’ right to setoff or recoup the amount of any of Seller’s and/or Parent’s indemnification obligations under Section 8.2 hereof against any payments that become due under their respective franchise agreements with Franchisor, dated the Effective Date, in form and content substantially as shown on Exhibit D attached hereto. (7) Evidence reasonably satisfactory to Buyer of the change of Seller’s name to a name dissimilar to New Horizons Computer Learning Center of Chicago, Inc. (8) Consents to the transactions contemplated by this Agreement and discharge(s) of all Liens on any of the Purchased Assets by each of the senior lenders to Seller; and (9) Any other documents and instruments required by this Agreement or reasonably requested by Buyer to effect or evidence the transactions contemplated by this Agreement.