Conveyances at Closing Sample Clauses
Conveyances at Closing. (a) To effect the transaction contemplated in this Agreement, Seller will, on the Closing Date, deliver to Purchaser the following:
(i) A Bill of Sale conveying in the agxxxxate all the Purchased Assets pursuant to paragraph 1.3, with title vested in Purchaser, or its designated nominee, in the form as approved by Purchaser, to be attached hereto as Exhibit 6.
(ii) A duplicate original executed copy of the Lease of the Business Premises in the form and content as attached hereto as Exhibit 7, fully executed by Seller and Purchaser; and
(iii) All such other documents and instruments as shall be reasonably requested by Purchaser to vest in Purchaser title in and to the Purchased Assets in accordance with the provisions hereof.
(b) To effect the transaction contemplated in this Agreement, Purchaser will, on the Closing Date, deliver to Seller the following:
(i) Four million nine hundred thousand (4,900,000) restricted shares of common shares of Ten Stix, Inc., registered in the name of Seller;
(ii) Purchaser's fully executed Promissory Note in favor of Seller in the principal amount of $166,919.89 in the form and content as attached hereto as Exhibit 4;
(iii) A duplicate original executed copy of the Lease of the Business Premises in the form and content as attached hereto as Exhibit 7, fully executed by Seller and Purchaser; and
(iv) All such other documents and instruments as shall be reasonably requested by Seller in accordance with the provisions hereof.
(c) All instruments executed and delivered to Seller and Purchaser pursuant hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to Seller and Purchaser.
(d) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, contract, license, lease commitment, sales order, purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the respective rights of Purchaser or Seller thereunder. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so the Purchaser would not receive all such rights, Seller will cooperate with Purchaser, in all reasonable respects, to provide to Purchaser the benefits under any such claim, contract, alarm service contract, license,...
Conveyances at Closing. 10 ARTICLE IV.
Conveyances at Closing. At the Closing Sellers will deliver to Purchaser full possession of the Assets and such bill(s) of sale, endorsementx, xssignments and other good and sufficient instruments of sale, conveyance, transfer and assignment, all containing covenants of warranty, in form and substance satisfactory to Sellers and Purchaser acting reasonably (including, without limitation, a Bill of Sale and Assignment xxxxtantially in the form of Schedule 3.02(a), an Assignment of Intellectual Property substantially in the form of Schedule 3.02(b), and an Assignment of Contract Rights substantially in the form of Schedule 3.02(c)), as will be required or as may be desirable in the opinion of Purchaser's counsel in order to effectively vest in Purchaser full, indefeasible, legal, equitable and beneficial title to the Assets with full substitution and subrogation to all rights and actions of warranty, free and clear of all Liens, except with respect to the Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to discharge the Assumed Liabilities by delivering to Sellers at the Closing an Agreement for Assignment and Assumption of Assumed Liabilities substantially in the form of Schedule 3.02(d). In addition and on the Closing Date, Sellers shall assume and agree to discharge in the ordinary course of business those Excluded Liabilities not paid off and discharged prior to Closing by delivering to Purchaser at the Closing an Agreement for Excluded Liabilities substantially in the form of Schedule 3.02(e). The parties have agreed to waive any compliance by the Sellers with respect to the Bulk Sales Law, and the Sellers have agreed to indemnify Purchaser in accordance with Section 8.02 for the failure to so comply.
Conveyances at Closing. At the Closing, and in connection with effecting and consummating the Closing, including, without limitation, the sale and purchase of the Acquired Assets and the delivery of the Purchase Price, Seller and Buyer shall, on the Closing Date, deliver the following:
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of a check payable to the Corporation or a wire transfer to an account designated by the Corporation in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of (i) a check payable to the Corporation or a wire transfer to an account designated by the Corporation and/or (ii) a surrendered Senior Note (for which credit shall be given by the Corporation for both unpaid principal and accrued and unpaid interest (other than accrued interest from and after the December 1, 1999, if any, which shall be paid in cash by the Company promptly after the Initial Closing)), in either or both cases, in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. (a) At the Closing, in connection with effecting and consummating the transactions contemplated hereby, the Seller shall, to the extent necessary to deliver title, in the Purchaser’s reasonable discretion, deliver the following to the Buyer:
(i) an executed Xxxx of Sale;
(ii) assignment documentation necessary for the conveyance of any patents and intellectual property to the Purchaser; and
(iii) such other instruments as shall be reasonably requested by the Buyer to vest in the Buyer title in and to the Acquired Assets in accordance with the provisions hereof and the order approving the sale.
(b) At the Closing, and in connection with effectuating and consummating the transactions contemplated hereby, the Purchaser shall deliver the Purchase Price to the Seller in the form of a cashier or bank check.
(c) Purchaser shall pay any and all costs associated with transfer fees relating to the recordation of assignment of patent with the U.S.P.T.O
(d) The form of any document to be delivered hereunder shall be in a form and substance and shall be executed and delivered in a manner reasonable satisfactory to the Purchaser and Seller.
Conveyances at Closing. (a) At the Closing, in connection with effecting and consummating the transactions contemplated hereby, the Seller shall, to the extent necessary to deliver title, in the Purchaser’s reasonable discretion, deliver the following to the Buyer:
(i) an executed Xxxx of Sale;
(ii) such other instruments as shall be reasonably requested by the Purchaser to vest in the Purchaser title in and to the Acquired Assets in accordance with the provisions hereof and the order approving the sale.
(b) At the Closing, and in connection with effectuating and consummating the transactions contemplated hereby, the Purchaser shall deliver the Purchase Price to the Seller in the form of a cashier or bank check.
(c) The form of any document to be delivered hereunder shall be in a form and substance and shall be executed and delivered in a manner reasonable satisfactory to the Purchaser and Seller.
Conveyances at Closing. (a) Subject to the terms and conditions contained herein, to effect the sale and transfer of the Purchased Assets at the Closing, Seller will, at or before the Closing, execute and deliver or cause to be executed and delivered to Buyer:
(i) a Xxxx of Sale of Seller in the form attached hereto as Exhibit “B”;
(ii) an Assignment and Assumption of Liabilities in the form attached hereto as Exhibit “C” (the “Assignment and Assumption of Liabilities”); and
(iii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.
(b) Subject to the terms and conditions contained herein, to effect the assumption by Buyer of Seller’s obligations and liabilities, Buyer will, at or before the Closing, execute and deliver or cause to be executed and delivered to Seller:
(i) an Assignment and Assumption of Liabilities; and
(ii) such other instruments as shall be reasonably requested by Seller to evidence Buyer’s assumption of the Assumed Liabilities in accordance with the provisions hereof.
(c) To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner reasonably satisfactory to Buyer and Seller.
Conveyances at Closing. 6 3.3 Elections.............................................................6 ARTICLE IV REPRESENTATION AND WARRANTIES OF SELLER