Conveyance of Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate to the Assumed Liabilities. Without limiting the foregoing, the Assets specifically include:
(a) All of the Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd
(b) All inventories maintained by Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1
(a) (i) attached hereto;
(c) All rights under Contracts and leases related to the Business or the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement);
(d) All accounts receivable as of the Closing Date related to the Division and the accounts receivable records related to such receivables;
(e) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;
Conveyance of Assets. Any conveyance, transfer or disposal of all or substantially all assets of Guarantor to any Person.
Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by PRGI on the Closing Date, effective as of the Effective Date, as follows:
(a) Seller shall execute and deliver to PRGI a bill xx sale in the form of Exhibit 1.3(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and PRGI shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment and Assumption Agreement") with respect to the Assumed Liabilities (as hereinafter defined);
(c) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Seller and counsel to PRGI shall mutually deem necessary or appropriate.
Conveyance of Assets. Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser and its successors and assigns the Acquired Assets and all rights, titles and interests therein with all appurtenances thereto, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever.
Conveyance of Assets. At Closing, Seller shall convey to Buyer -------------------- good and marketable title to all the Purchased Assets, free and clear of all liens, pledges, collateral assignments, security interests, capital or financing leases, easements, covenants, restrictions and encumbrances or other defects of title except: (i) the inchoate lien for current taxes or other governmental charges not yet due and payable and that will be prorated between Seller and Buyer pursuant to Section 12.1; and (ii) the Permitted Encumbrances.
Conveyance of Assets. (a) At or prior to the Closing, Seller shall execute any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things as are necessary to transfer, vest, perfect or confirm right, title, interest or ownership (of record or otherwise) of the Assets, including Seller’s rights in the Intellectual Property Assets, as reasonably requested by Buyer.
(b) If at any time after the Closing, Buyer or one of its Affiliates as designated by Buyer is advised that any additional deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are reasonably necessary to vest, perfect or confirm Buyer’s or one of its Affiliate’s as designated by Buyer ownership (of record or otherwise), right, title or interest in, to or under any or all of the Assets or otherwise to carry out the intent of this Agreement, Seller shall, at its expense (but subject to Section 3.3), execute and deliver all deeds, bills of sale, instruments of conveyance, assignments and assurances and take and do all such other actions and things as may be reasonably requested by Buyer in order to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in Buyer or one of its Affiliates as designated by Buyer or otherwise to carry out this Agreement.
(c) In case after the Closing Date any further action is reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its officers or directors or Affiliates to take, all such reasonably necessary, proper or advisable actions.
(d) After the Closing Date, Seller shall cooperate with Buyer, its Affiliates and their successors and assigns in the prosecution and maintenance of the Intellectual Property Assets, including by promptly (i) disclosing relevant facts and delivering instruments and other documents reasonably requested by Buyer or its successors or assigns, and (ii) providing technical consultations reasonably requested by Buyer or its successors or assigns, including taking reasonable best efforts to make the relevant inventors and counsel that were involved in prosecution of any Intellectual Property Assets available and accessible to Buyer or its successors or assigns. All such assistance will be provided by Seller without the payment of additional compensation, except that the inve...
Conveyance of Assets. Subject to Paragraphs 2 and 3 hereof, the Seller hereby SELLS, CONVEYS, TRANSFERS, ASSIGNS AND DELIVERS unto Buyer and its successors and assigns, forever, all the assets, rights, and properties described in the following clauses (a) through (j) (collectively, the “Assets”).
Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by Purchaser as of the Closing Date (as hereafter defined) as follows:
(a) Seller shall execute and deliver to Purchaser a blanket bill xx sale of tangible personal property and general assignment of intangible personal property in the form of Exhibit 1.3
(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Contracts in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment of Contracts");
(c) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Customer Leases in the form of Exhibit 1.3(c) attached hereto and made a part hereof (the "Assignment of Customer Leases");
(d) Seller and Purchaser shall execute and deliver an Assignment and Assumption of Equipment Leases in the form of Exhibit 1.3(d) attached hereto and made a part hereof (the "Assignment of Equipment Leases");
(e) Seller and Purchaser shall execute and deliver two Master Leases Agreements in the form of Exhibit 1.3(e) attached hereto and made a part hereof ("Master Leases"); and
(f) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Purchaser shall reasonably deem necessary or appropriate to transfer the Purchased Assets to Purchaser.
Conveyance of Assets. On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, (i) CRC and its Affiliates shall contribute, assign, transfer, convey and deliver the NYC Allocated Assets to NYC and NYC shall accept from CRC and its Affiliates all of the right, title and interest of CRC and its Affiliates in all of the NYC Allocated Assets, and (ii) CRC and its Affiliates shall con- tribute, assign, transfer, convey and deliver the PRR Allocated Assets to PRR and PRR shall accept from CRC and its Affiliates all of the right, title and interest of CRC and its Affiliates in all of the PRR Allocated Assets. Except as expressly provided in this Agreement, CSX and its Affiliates, on the one hand, and NSC and its Affiliates, on the other hand, shall retain all their existing rights with respect to the Assets.
Conveyance of Assets. FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject to the reservations, covenants, terms and conditions of this Assignment and the WGDA and with effect as of the Effective Time, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, in and to the following (collectively, the “Assets”): [Describe the assigned Assets] TO HAVE AND TO HOLD the Assets, together with all rights, privileges and appurtenances thereto, unto Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth in this Assignment, and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the Assets, free and clear of all material liens, unto Assignee and its successors and assigns against any Person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor or its Affiliates, but not otherwise, subject, however, to Permitted Liens (such obligation to warrant and defend title, the “Special Warranty of Title”), provided, however, that the Special Warranty of Title shall expire and be of no further force and effect on the date that is four (4) years after the Effective Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.
