Common use of Conveyancing and Assumption Instruments Clause in Contracts

Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties (i) have executed prior to the date hereof certain Conveyancing and Assumption Instruments and (ii) shall execute and deliver to each other or cause to be executed and delivered, on or after the date hereof by the appropriate entities, any Conveyancing and Assumption Instruments, in each case necessary to evidence the valid and effective assumption by the applicable Party or a member of such Party’s Group of its assumed Liabilities and the valid transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its transferred Assets for such assumptions and transfers to be effected pursuant to Delaware Law, the Laws of one of the other states of the United States or the Laws of the country in which such Assets are located, as applicable, including the transfer of real property with deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. Except to the extent required by applicable Law, the Conveyancing and Assumption Instruments shall not contain any representations or warranties or indemnities, shall not conflict with this Agreement and, to the extent that any provision of a Conveyancing and Assumption Instrument does conflict with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument. The transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to transfer title to stock and, only to the extent required by applicable Law, by notation on public registries or other required procedure.

Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the transfers Transfers of Assets and the acceptance and assumptions Assumptions of Liabilities contemplated by this Agreement, the Parties (i) have executed prior to the date hereof certain Conveyancing and Assumption Instruments and (ii) shall execute and deliver to each other or cause to be executed and deliveredexecuted, on or after the date hereof by the appropriate entitiesentities to the extent not executed prior to the date hereof (but subject to Section 2.5), any Conveyancing and Assumption Instruments, in each case Instruments necessary to evidence the valid and effective assumption by the applicable Party or a member of such Party’s Group of its assumed Liabilities and the valid transfer Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its transferred accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for such assumptions Transfers and transfers Assumptions to be effected pursuant to Delaware Law, the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in each case in such form as the Laws of the country in which such Assets are located, as applicableParties and Buyer shall reasonably agree, including the transfer Transfer of real property with by mutually acceptable conveyancing deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. All Conveyancing and Assumption Instruments shall be prepared, executed and delivered in a manner reasonably agreed by LQ Parent, CPLG and Buyer. Except to as reasonably agreed by the extent required by applicable LawParties and Buyer, the Conveyancing and Assumption Instruments shall not contain any representations or warranties or indemnities, shall not conflict with this Agreement and, to the extent that any provision of a Conveyancing and Assumption Instrument does conflict with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument. The transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to transfer title to stock and, only to the extent required by applicable Law, by notation on public registries or other required procedurecontrol.

Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the transfers Transfers of Assets and the acceptance and assumptions Assumptions of Liabilities contemplated by this Agreement, the Parties (i) have executed prior to the date hereof certain Conveyancing and Assumption Instruments and (ii) shall execute and deliver to each other or cause to be executed and deliveredexecuted, on or after the date hereof by the appropriate entitiesentities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments, in each case Instruments necessary to evidence the valid and effective assumption by the applicable Party or a member of such Party’s Group of its assumed Liabilities and the valid transfer Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its transferred accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for such assumptions Transfers and transfers Assumptions to be effected pursuant to the Laws of the State of Nevada, the State of California or the State of Delaware Law, or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Laws of the country in which such Assets are located, as applicableParties shall reasonably agree, including the transfer Transfer of real property with by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. Except to ; provided, that the extent required by applicable Law, the allocation of Assets and Liabilities provided for in any Conveyancing and Assumption Instruments shall not contain any representations or warranties or indemnitiesbe consistent with the terms of this Agreement, shall not conflict with this Agreement andunless otherwise approved in writing by the Parties. The Transfer of capital stock shall, to the extent that any provision of necessary to evidence a Conveyancing and Assumption Instrument does conflict with any provision of this Agreementvalid Transfer, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument. The transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to transfer Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries or other required procedureregistries.

Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the transfers Transfers of Assets and the acceptance and assumptions Assumptions of Liabilities contemplated by this Agreement, the Parties (i) have executed prior to the date hereof certain Conveyancing and Assumption Instruments and (ii) shall execute and deliver to each other or cause to be executed and deliveredexecuted, on or after the date hereof by the appropriate entitiesentities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments, in each case Instruments reasonably necessary to evidence the valid and effective assumption by the applicable Party or a member of such Party’s Group of its assumed Liabilities and the valid transfer Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its transferred Transferred Assets and the valid and effective Assumption by the applicable Party of Liabilities it has Assumed for such assumptions Transfers and transfers Assumptions to be effected pursuant to Delaware Lawapplicable Legal Requirements, the Laws of one of the other states of the United States or the Laws of the country in which such Assets are located, form as applicablereasonably determined by Everest, including the transfer Transfer of real property with by deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. Except to the extent required All Conveyancing and Assumption Instruments shall be prepared, executed and delivered in a manner reasonably determined by applicable Law, the Everest. The Conveyancing and Assumption Instruments shall not contain (i) any indemnities that conflict with this Agreement or (ii) any representations or warranties or indemnities, shall not conflict with this Agreement and, to the extent that any provision of a Conveyancing and Assumption Instrument does conflict with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrumentcontrol. The transfer Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to transfer Transfer title to stock equity and, only to the extent required by applicable LawLegal Requirement, by notation on public registries or other required procedureregistries.