Delivery of Assignment of Interests Sample Clauses

Delivery of Assignment of Interests. At the Closing, Helio shall deliver to Parent a certificate certifying to the ownership of the Company Membership Units by each Seller as set forth on Exhibit 2.1, and each Seller shall deliver an assignment or other acceptable instrument of transfer of the Company Membership Units owned by such Seller, duly executed by the Seller with (i) all such other documents as may be reasonably requested to vest in Virgin Opco good and marketable title to the Company Membership Units free and clear of any and all Encumbrances and (ii) all necessary documentary stamps. The Company shall record the transfer of the Company Membership Units described in this Section 2.4 on its transfer books.
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Delivery of Assignment of Interests. At Closing, the Company shall deliver to Marine a certificate duly executed and authorized by each of its managers and/or managing members certifying to the ownership of the Interests by each Member as set forth on Schedule 1.1 hereof, and each Member shall deliver an assignment or other acceptable instrument of transfer of the Interests owned by such Member, duly executed by such Member with (i) all such other documents as may be reasonably requested to vest in Marine good and marketable title to the Interests free and clear of any and all Liens (as defined in Section 2.3 hereof) and (ii) all reasonably necessary other documentary stamps. The Company shall record the transfer of the Interests described in this Section 1.5 on its transfer books.
Sample 1
Delivery of Assignment of Interests. At Closing, VMdirect shall deliver to Qorus a certificate duly executed and authorized by each of its managers and/or managing members certifying to the ownership of the Interests by each Member as set forth on Schedule 1.1 hereof, and each Member shall deliver an assignment or other acceptable instrument of transfer of the Interests owned by such Member, duly executed by the Member with (i) all such other documents as may be reasonably requested to vest in Qorus good and marketable title to the Interests free and clear of any and all Liens, and (ii) all necessary documentary stamps. VMdirect shall record the transfer of the Interests described in this Section 1.4 on its transfer books.
Sample 1
Delivery of Assignment of Interests. At Closing, Bella shall deliver to Century a certificate duly executed and authorized by each of its managers and/or managing members certifying to the ownership of the Interests by each Member as set forth on Schedule 1.1 hereof, and each Member shall deliver an assignment or other acceptable instrument of transfer of the Interests owned by such Member, duly executed by the Member with (i) all such other documents as may be reasonably requested to vest in Century good and marketable title to the Interests free and clear of any and all Liens, and (ii) all necessary documentary stamps. Bella shall record the transfer of the Interests described in this Section 1.5 on its transfer books.
Sample 1
Delivery of Assignment of Interests. At Closing, the Company shall deliver to Chiste a certificate duly executed and authorized by each of its managers and/or managing members certifying to the ownership of the Interests by each Member as set forth on Schedule 1.1 hereof, and each Member shall deliver an assignment or other acceptable instrument of transfer of the Interests owned by such Member, duly executed by such Member with (i) all such other documents as may be required to vest in Chiste good and marketable title to the Interests free and clear of any and all Liens (as defined in Section 2.3 hereof) and (ii) all necessary transfer and any other required documentary stamps. The Company shall record the transfers of the Interests described in this Section 1.5 on its transfer books.
Sample 1

Related to Delivery of Assignment of Interests

  • Delivery of Assignment On or prior to the Addition Date, (i) the Transferor has delivered to the Trust the Assignment and (ii) the Transferor has indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the Trust and (iii) shall deliver to the Trust a computer file containing a true and complete list of all Additional Accounts identified by account number and the aggregate amount of the Receivables in such Additional Accounts as of the related Addition Cut Off Date, which computer file or microfiche list shall be as of the date of such Assignment, incorporated into and made a part of such Assignment and the Transfer and Servicing Agreement.

  • Assignment of Interests The Limited Partner and the Special Limited Partner shall have the right to assign all or any part of their respective Interests to any other Person, whether or not a Partner, upon satisfaction of the following:

  • Assignment of Interest The Executive agrees to disclose immediately to duly authorized representatives of the Company any ideas, inventions, discoveries, processes, methods and improvements covered by the terms of this Section 9 and to execute, at the Company’s expense, all documents reasonably required in connection with the Company’s application for appropriate protection and registration under the federal and foreign patent, trademark, and copyright law and the assignment thereof to the Company’s nominee (s). The Executive hereby appoints the Company’s Chairman as true and lawful attorney in fact with full powers of substitution and delegation to execute acknowledge and deliver any such instruments and assignments, which the Executive shall fail or refuse to execute or deliver.

  • Transfer and Assignment of Interests Subject to the limitations set forth in the Holdings Operating Agreement, the Member shall be entitled at any time to sell, assign, transfer, pledge, hypothecate or encumber all or part of its interests in Company.

  • Delivery of Assigned Records The Receiver shall deliver to the Assuming Bank all Records described in (i) Section 6.1(a) as soon as practicable on or after the date of this Agreement, and (ii) Section 6.1(b) as soon as practicable after making any assignment described therein.

  • Delivery of Assets Each Investment Company may deliver to the Custodian Securities and cash owned by the Funds, payments of income, principal or capital distributions received by the Funds with respect to Securities owned by the Funds from time to time, and the consideration received by the Funds for such Shares or other securities of the Funds as may be issued and sold from time to time. The Custodian shall have no responsibility whatsoever for any property or assets of the Funds held or received by the Funds and not delivered to the Custodian pursuant to and in accordance with the terms hereof. All Securities accepted by the Custodian on behalf of the Funds under the terms of this Agreement shall be in "street name" or other good delivery form as determined by the Custodian.

  • Notices of assignment copies of duly executed notices of assignment required by the terms of the Ship Security Documents and in the forms prescribed by the Ship Security Documents;

  • Electronic Execution of Assignments The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

  • Assignment of Assets Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documents, and (ii) the capital stock of PrivateCo and Split-Off Subsidiary:

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

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