Common use of Conveyance of Assets Clause in Contracts

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.

Conveyance of Assets. FOR AND IN CONSIDERATION of Subject to and upon 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 contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and the WGDA and with effect as of the Effective Time, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER assign to Assignee, and Assignee hereby accepts from Assignor, PRG Sub all of Assignor’s Seller's right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, interest in and to the following business, properties and assets of S e ller (collectivelypersonal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the “Assets”): [Describe Business (except that the assigned Assets] TO HAVE AND TO HOLD the Assetsreal estate owned by Seller and Shareholder shall not be purchased and except as otherwise provided herein) (individually, 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"Asset", and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the collectively "Assets"), free and clear of all material liensobligations, unto Assignee security interests, claims, liens and its successors encumbrances whatsoever, except as specifically assumed by PRG pursuant to Section 1.3(b) hereof. Without limiting the foregoing, the Assets specifically include: (a) All of the business, personal property, furniture, fixtures, equipment and assigns against goodwill of Seller of every kind and wherever situated in which Seller has any Person whomsoever lawfully claiming right or to claim the same or any part thereofinterest, by, through or under Assignor or its Affiliatesincluding, but not otherwiselimited to, subjectall items owned by Seller identified on Exhibit 1.1 (a) attached hereto; (b) All inventories maintained by Seller, howeverincluding, but not limited to, all items owned by Seller identified on Exhibit 1.1(b) attached hereto; (c) All contracts identified on Exhibit 2.7 and Exhibit 2.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by PRG Sub pursuant to Permitted Liens this Agreement); (such obligation d) All accounts receivable of Seller; (e) S u bject to warrant applicable laws and defend titleregulations, all accounts receivable records of Seller; (f) S u bject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the “Special Warranty operation of Title”)the Assets; and (g) All clinical and administrative policy and procedure manuals, providedtrade secrets, howevertrademarks, that service marks, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the Special Warranty marketing of Title shall expire the products and be services of no further force and effect on the date that is four (4) years after the Effective DateBusiness, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposesbooks and records relating thereto.

Conveyance of Assets. FOR AND IN CONSIDERATION At the Closing (as defined in Section 8.1), -------------------- Seller will sell, transfer, assign and convey to Buyer, by instruments of conveyance in the forms reasonably acceptable to Buyer, at Seller's expense (except as otherwise expressly provided herein), good, valid and marketable title to all of the sum of TEN DOLLARS assets ($10.00tangible and intangible, real, personal and mixed) and other good and valuable consideration, comprising the receipt and full sufficiency of Systems which are hereby acknowledgedowned, Assignor does, subject to used or held for use by Seller primarily in connection with the reservations, covenants, terms and conditions of this Assignment and the WGDA and with effect as operation of the Effective TimeSystems (the "Transferred Assets"), 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, except for the Excluded Assets (as defined 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 AssetsSection 1.2), free and clear of all material defaults, liens, unto Assignee encumbrances, security interests and its successors pledges, and assigns against all adverse claims, charges, restrictions and title impediments (other than (i) liens for taxes not yet due and payable and liens for taxes the payment of which is being contested or the time for doing so has not yet expired, and for which adequate reserves have been provided; (ii) zoning laws and ordinances and similar legal requirements; (iii) rights reserved to any Person whomsoever lawfully claiming governmental authority to regulate the affected property; and (iv) as to Real Property (as defined in Section 3.9(c)) interests, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title which are reflected in the public records and which do not individually or in the aggregate materially interfere with the right or ability to own, use or operate the Real Property or to claim convey good, marketable and indefeasible title to such Real Property (collectively, "Permitted Liens"); provided that classification of any item as a Permitted Lien will not affect any liability Seller may have for such item, including pursuant to any indemnity obligation under this Agreement); all of the same above with such warranties of title and full substitution and subrogation to all rights and actions of warranty against all preceding owners to the fullest extent that such warranties are transferable. The Transferred Assets shall include (not by way of limitation) the following: (a) All of the tangible assets owned, used or any part thereofheld for use by Seller in connection with the ownership or operation of the Systems, by, through or under Assignor or its Affiliatesincluding, but not otherwiseby way of limitation, subjectall physical plant and equipment, howevermachinery, to Permitted Liens electronic devices, trunk and distribution cable, conduit, vaults and pedestals, grounding and pole hardware, head-end equipment, microwave transmission and reception sites and related equipment, installed subscribers' devices (such obligation to warrant including, without limitation, drop lines, encoders, transformers and defend title, the “Special Warranty of Title”terminals for television sets and fittings), providedlocal origination equipment, however, that the Special Warranty all inventories of Title shall expire materials and be of no further force and effect on the date that is four (4) years after the Effective Datesupplies, and upon such expirationall spare parts, this Assignment shall be deemed an “assignment without warranty” for equipment (including, but not limited to, all purposes.receiving, transmission and related equipment), converters, other signal control devices, house-drop inventory, tools, vehicles, real property, personal property and other assets, including (but not by way of limitation) the items listed in Schedule 1.1(a); ---------------

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 Subject to the reservations, covenants, terms and conditions of this Agreement, the sale, assignment, transfer and delivery of the Assets, shall be effected by Seller's execution and delivery to Buyer at Closing of a General Assignment and Xxxx of Sale in substantially the WGDA form attached as Exhibit A (the "Xxxx of Sale") and all titles to any vehicles acquired by Buyer, together with effect as any other instruments of the Effective Timetransfer requested by Buyer, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER in form and DELIVER substance sufficient to Assignee, and Assignee hereby accepts from Assignor, vest in Buyer all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, interest 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 such Assets, free and clear of all material any liens, unto Assignee claims or encumbrances of any kind except for those liens, claims or encumbrances listed on Schedule 1.3 (the "Permitted Liens"). Notwithstanding the foregoing, the Xxxx of Sale shall not be effective to assign any Contracts which are not assignable by their terms without the consent of the other parties thereto and its successors which consent has not been obtained as of the Closing Date (the "Nonassignable Contracts") until such time as any such consents to assignment are obtained. Seller and assigns against any Person whomsoever lawfully claiming or Orca shall remain parties to claim the same Nonassignable Contracts until the necessary consents to their assignment have been obtained and their assignment may be effected through the Xxxx of Sale or any part such other assignment agreement required to be entered into by the other parties to such Nonassignable Contracts. Seller and Orca agree to (a) use their best efforts to obtain the consent to assignment of all Nonassignable Contracts as soon as practicable following the Closing Date and (b) continue to perform their obligations under such Nonassignable Contracts and to take all other necessary action to allow Buyer to enjoy the benefits of such Nonassignable Contracts until they may be assigned, provided that Buyer reimburses Seller or Orca for all payments required to be made under such Nonassignable Contracts in respect of periods (or portions 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 commencing after the Effective Closing Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.