Delivery of Assets and Transfer Documents. At the Closing, Seller and Shareholder shall take all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder), and shall deliver to Purchaser (i) a duly executed General Conveyance, Assignment and Assumption Agreement covering the Assets and the Assumed Obligations, in substantially the form attached hereto as Exhibit 2.3, (ii) duly executed title and transfer documents covering any assets for which there exists a certificate of title, and (iii) such other duly executed transfer and release documents as Purchaser shall reasonably request to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder).
Delivery of Assets and Transfer Documents. On or prior to the Contribution Date (hereinafter defined in Section 2.5), Z-KAT shall have taken all steps necessary to put Company in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Company hereunder), and have delivered to Company (i) duly executed assignments, as necessary, in form and substance acceptable to Company and in recordable form as appropriate, (ii) all equipment, furniture, fixture and other tangible assets utilized in the MAKO Business by Z-KAT, and (iii) such other duly executed transfer and release documents which Company has reasonably requested to evidence the transfer of the Assets to Company.
Delivery of Assets and Transfer Documents. At the Closing (hereinafter defined in Section 2.3), Seller shall have taken all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder), and have delivered to Purchaser (i) a duly executed general warranty bill of sale covering the Assets, in the form of and containing the saxx xerms and provisions as the General Warranty Bill of Sale attached hereto as Attachment 2.2, (ii) duly executed assxxxxents for all confidentiality and/or non-solicitation agreements, patents, trademarks, trade names and similar intangible property included in the Assets, in form and substance acceptable to Purchaser and in recordable form as appropriate, and (iii) such other duly executed transfer and release documents which Purchaser has reasonably requested to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder).
Delivery of Assets and Transfer Documents. At the Closing ----------------------------------------- (hereinafter defined in Section 2.3), Seller shall have taken all steps ----------- necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for Permitted Exceptions and liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder), and have delivered to Purchaser (i) a duly executed general warranty xxxx of sale covering the Assets, in the form of and containing the same terms and provisions as the General Warranty Xxxx of Sale attached hereto as Attachment 2.2, (ii) duly executed assignments for all accounts receivable, -------------- patents, trademarks, trade names and similar intangible property included in the Assets, in form and substance acceptable to Purchaser and in recordable form as appropriate, and (iii) such other duly executed transfer and release documents which Purchaser has reasonably requested to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for Permitted Exceptions and liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder).
Delivery of Assets and Transfer Documents. At the Closing, Seller shall take all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for the Permitted Exceptions and other liens, encumbrances or obligations, if any, expressly permitted and/or assumed by Purchaser hereunder), and shall deliver to Purchaser (a) a duly executed and acknowledged Special Warranty Deed in form for recording conveying the Dealership Property to Purchaser, subject only to the Permitted Exceptions and any other matters specifically approved by Purchaser in accordance herewith; (b) a duly executed general warranty bill xx sale covering the Assets, in the form of and containing substantially the same terms and provisions as the General Warranty Bill xx Sale and Assignment of Contract Rights included in Exhibit B; (c) duly executed title and transfer documents covering any assets for which there exists a certificate of title; and (d) such other duly executed transfer and release documents as Purchaser shall reasonably request to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for the Permitted Exceptions and any other liens, encumbrances or obligations, if any, expressly permitted and/or assumed by Purchaser hereunder).
Delivery of Assets and Transfer Documents. At the Closing, Seller and the Shareholders shall take all steps necessary to put Purchaser in possession of the Assets, free and clear of any Encumbrances (except for Permitted Encumbrances or Encumbrances, if any, expressly assumed by Purchaser hereunder or Encumbrances, if any, which remain in place as of the Closing Date to secure Contracts in Transit Receivables, which Encumbrances securing Contracts in Transit Receivables will be removed by payment by Seller within 60 days after Closing), and shall deliver to Purchaser (a) duly executed General Conveyance, Assignment and Assumption Agreements covering the Assets (other than the Dealership Leased Facilities and the Dealership Owned Properties), in substantially the form attached hereto as Exhibit 2.3, (b) duly executed title and transfer documents covering any assets for which there exists a certificate of title and (c) such other duly executed transfer and release documents as Purchaser shall reasonably request to evidence the transfer of the Assets to Purchaser free and clear of any Encumbrances (except for Permitted Encumbrances, Encumbrances, if any, expressly assumed by Purchaser hereunder or Encumbrances, if any, which remain in place as of the Closing Date to secure Contracts in Transit Receivables, which Encumbrances securing Contracts in Transit Receivables will be removed by payment by Seller within 60 days after Closing). Rush Texas will acquire the portion of the Assets held by ATS Texas; Rush Alabama will acquire the portion of the Assets held by ATS Alabama; Rush Tennessee will acquire the portion of the Assets held by ATS Tennessee; Rush Indiana will acquire the portion of the Assets held by ATS Indiana; and Rush Administrative Services will acquire the portion of the Assets held directly by ATS and by ATS Financial. Additionally, Rush Texas will acquire the real property owned by ATS Land and ATS Texas that is located in Texas; Rush Alabama will acquire the real property owned by ATS Alabama that is located in Alabama; Rush Tennessee will acquire the real property owned by ATS Tennessee that is located in Tennessee; and Rush Indiana will acquire the real property owned by ATS Indiana that is located in Indiana.
Delivery of Assets and Transfer Documents. At the Closing, Seller and Principal shall take all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever, except Permitted Liens, and shall deliver to Purchaser (a) a duly executed General Conveyance and Assignment, (b) duly executed title and transfer documents covering any Assets for which there exists a certificate of title, and (c) such other duly executed transfer and release documents as Purchaser shall reasonably request to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever.
Delivery of Assets and Transfer Documents. At the Closing, Seller and the Shareholder shall take all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder), and shall deliver to Purchaser (i) a duly executed general warranty bill xx sale covering the Assets, in the form of and containing substantially the same terms and provisions as the General Warranty Bill xx Sale and Assignment of Contract Rights included in Schedule 2.3, (ii) duly executed title and transfer documents covering any assets for which there exists a certificate of title, and (iii) such other duly executed transfer and release documents as Purchaser shall reasonably request to evidence the transfer of the Assets to Purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder).
Delivery of Assets and Transfer Documents. At the Closing (hereinafter defined in Section 2.3), Seller shall have taken all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for
Delivery of Assets and Transfer Documents. At the Closing, Seller shall have taken all steps necessary to put Purchaser in possession of the Assets, free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed by Purchaser hereunder), and have delivered to Purchaser (i) a duly executed general warranty xxxx of sale covering the Assets, in the form of and containing the same terms and provisions as the General warranty xxxx of sale attached hereto as exhibit a, (ii) duly executed assignments for all accounts receivable, patents, trademarks, trade names and similar intangible property included in the assets, in form and substance acceptable to purchaser and in recordable form as appropriate, and (iii) such other duly executed transfer and release documents which purchaser has reasonably requested to evidence the transfer of the assets to purchaser free and clear of any liens or encumbrances of any nature whatsoever (except for liens, encumbrances or obligations, if any, expressly assumed purchaser hereunder); provided, however, that certain assets may not be transferred to purchaser at the closing due to the need for consents to assignment, novation or subcontracting that have not been obtained as of the Closing Date.
