CONVEYANCE INSTRUMENTS AND RELATED MATTERS Sample Clauses

CONVEYANCE INSTRUMENTS AND RELATED MATTERS. At the Closing, the Assets shall be conveyed by Seller as follows:
Sample 1
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CONVEYANCE INSTRUMENTS AND RELATED MATTERS. At the Closing, the Assets shall be conveyed by BFG to Westlake as follows: (a) BFG shall convey to Westlake the Real Property and Business Arrangements (to the extent any of the same constitute interests in real property) by special warranty deed in the form set forth in Exhibit 1.4(a) hereto, subject to the "Permitted Exceptions", as defined below. (b) BFG shall arrange to provide to Westlake, at Westlake's expense, commitments for title insurance issued by Commonwealth Land Title Insurance Company of Philadelphia, Pennsylvania, or other reasonably acceptable title insurance company, with respect to the Real Property ("Title Insurance Property"), surveys prepared by Xxxxxxxx and Xxxxxxxxx, Inc. of Paducah, Kentucky dated May 24, 1994 and January 4, 1996 (reduction copies of which are attached hereto as Exhibit 1.4(b)(i)), a new survey to be prepared by a qualified surveyor to reflect the metes and bounds description in Exhibit 1.2(a), and duplicate sets of legible copies of title exception documents with respect thereto. At Closing, BFG shall provide to Westlake, at Westlake's expense, title insurance policies with respect to the Title Insurance Property, in an amount designated by Westlake within seven days from the date of execution hereof, issued by Commonwealth Land Title Insurance Company, or other reasonably acceptable title insurance company, subject only to those easements, reservations, restrictions, covenants, conditions, safe harbor leases, and other matters therein specified in Exhibit 1.4(b)(ii) ("Permitted Exceptions") and containing all reasonable and usual endorsements as requested by Westlake, including comprehensive, zoning and land use, contiguity, public access and affirmative insurance of easements, options and rights that run with the land. Reinsurance shall be provided in amounts requested by Westlake upon reinsurance agreements providing for direct access. At its expense, BFG shall obtain surveys of the Title Insurance Property and as are necessary to enable the title insurance company to delete the survey exception from such title policies. Title to be granted by BFG shall be good and marketable subject to exceptions hereinabove provided and such retained rights ("Retained Rights") as may be provided pursuant to the general principles set forth in Exhibit 1.4(b)(iii). (c) BFG shall convey to Westlake the Equipment, Rolling Stock, Installed Catalyst, Inventory, Stores, caustic and propane resale assets, Critical Spares and Miscell...
Sample 1
CONVEYANCE INSTRUMENTS AND RELATED MATTERS. At the Closing, the Assets shall be conveyed by Seller as follows: Seller shall convey to Purchaser the Intellectual Property Rights, Business Arrangements, Permits, Engineering Spare Parts, Inventories, Supplier Data, Customer Data, Warranty Rights and Books and Records by a Xxxx of Sale, General Assignment and Conveyance in the form set forth in Exhibit 1.2 hereto.
Sample 1

Related to CONVEYANCE INSTRUMENTS AND RELATED MATTERS

  • 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.

  • Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the bailee with respect to each warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

  • Further Instruments and Actions Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Instruments of Conveyance In order to effectuate the transfer of the Contributor Properties contemplated by Section 1.1 and for the administrative convenience of the parties, the Conveyances (as defined in the DSD Agreement) shall be deemed to have conveyed the Contributor Properties from DSD to the Contributor and, immediately thereafter, to have conveyed the Contributor Properties from the Contributor to the Partnership.

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Conveyance of Contracts Section 2.01.

  • Further Instruments and Acts Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

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