Documents of Conveyance. 31 7.5 No Litigation Threatened........................................31 -iv-
Documents of Conveyance. Purchaser shall have received from Sellers fully executed documents of conveyance, in form and substance satisfactory to Purchaser and its counsel, vesting in Purchaser good and valid title to the Assets, free and clear of any Encumbrances except Permitted Encumbrances.
Documents of Conveyance. Execute and deliver to Buyer, in form and substance acceptable to Buyer, (i) warranty bills of sale conveying to Buyer all tangible personal property and other tangible assets owned by it and included among the Purchased Assets, (ii) an assignment agreement, the form of which is attached hereto as Exhibit I (the "Assignment Agreement") conveying to Buyer all of Seller's claims, rights and benefits, to and under the vendor and customer contracts and purchase orders to be assumed by Buyer pursuant to Section 1.2, (iii) all transferable licenses, permits, certificates, manufacturer equipment warranties, and authorizations pertaining to the Purchased Assets, and (iv) all other conveyances, bills of sale, assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement, and as shall be sufficient to vest in Buyer title to all of the Purchased Assets and all right, title and interest of Sellers thereto. If requested by Buyer, such documents shall be in a form suitable for recording.
Documents of Conveyance. At the Closing, Xxxxxx shall deliver to the Company and the Company shall deliver to Xxxxxx, as the case may be, the following, to the extent the same are applicable to the transfer of the Contributed Assets to the Company and the assumption by the Company of the Contributed Liabilities (the “Conveyance Instruments”):
(a) a xxxx of sale and assignment conveying the Contributed Assets duly executed by Xxxxxx in favor of the Company, in a form reasonably satisfactory to Diblo, Xxxxxx and the Company;
(b) trademark assignments duly executed by Xxxxxx in favor of the Company, in a form reasonably satisfactory to Diblo, Xxxxxx and the Company;
(c) such other assignments and instruments of transfer as may be necessary or desirable to transfer the Contributed Assets to the Company consistent with the terms of this Agreement, duly executed by Xxxxxx in favor of the Company and in a form reasonably satisfactory to Diblo, Xxxxxx and the Company;
(d) an assumption agreement duly executed by the Company pursuant to which the Company assumes the Contributed Liabilities, in a form reasonably satisfactory to Xxxxxx;
(e) the tangible assets included in the Contributed Assets; and
(f) a certificate executed by an officer of Xxxxxx dated the Closing Date and certifying that (i) Xxxxxx’x representations and warranties contained in Article IV are true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on such date, except for representations and warranties which speak as of a specific date or time other than the Closing Date which need only be true and correct in all material respects as of such date or time, and (ii) the covenants and agreements of Xxxxxx to be performed on or prior to the Closing Date in accordance with this Agreement have been performed in all material respects.
Documents of Conveyance. The Members shall at the Closing deliver such certificates, consents, approvals, agreements, and documents relating to the transactions contemplated by this Agreement as set forth on Schedule 3.2 hereto (collectively with this Agreement, the “Closing Documents”). Each party further agrees that at or subsequent to the Closing, upon the written request of any other party, he or it will promptly execute and deliver or cause to be promptly executed and delivered any further assignment, instruments of transfer and bills of sale or conveyances reasonably necessary or desirable to vest fully in the Purchaser all of the Members’ right, title and interest in and to the LLC Interests.
Documents of Conveyance. (a) The Premises will be transferred to Purchaser by Seller executing, acknowledging, and delivering to Purchaser on the Closing Date a Special Warranty Deed with grantor’s covenants in proper statutory form for recording so as to convey to Purchaser good and marketable title to the fee simple of the Premises, free and clear of all liens and encumbrances, except the Permitted Encumbrances (the Deed).
(b) Seller shall assign and convey to Purchaser on the Closing Date all right, title, and interest, if any, of Seller in and to any unpaid condemnation award or purchase money proceeds in lieu thereof, including, without limitation, any unpaid award for damage to the Premises by reason of the change of grade of any street.
(c) Seller shall assign, convey, and deliver to Purchaser on the Closing Date all of Seller’s right, title, and interest in and to any unpaid claim for insurance proceeds relating to the Premises,
Documents of Conveyance. Contemporaneously with execution hereof, Member is delivering to the Company and the Company is delivering to the Member, as the case may be, the following documents, to the extent the same are applicable to the transfer of the Contributed Assets to the Company and the assumption by the Company of the Contributed Liabilities (the “Conveyance Instruments”):
(a) a xxxx of sale duly executed by Member in favor of the Company;
(b) a deed or deeds transferring all right, title and interest in and to the Real Property and Improvements from Member to the Company, free and clear of all Liens; and
(c) a certificate of non-foreign status as described in Section 1445 of the Code, duly executed by Member.
Documents of Conveyance. Contemporaneously with execution hereof, Member is delivering to the Company and the Company is delivering to the Member, as the case may be, the following documents, to the extent the same are applicable to the transfer of the Contributed Assets to the Company and the assumption by the Company of the Contributed Liabilities (the “Conveyance Instruments”):
(a) a xxxx of sale duly executed by Member in favor of the Company;
(b) a deed or deeds transferring all right, title and interest in and to the Real Property and Improvements from Member to the Company, free and clear of all Liens other than Liens for the Taxes to be borne by the Company under Section 2.8;
(c) a certificate of non-foreign status as described in Section 1445 of the Code, duly executed by Member;
(d) an assignment and assumption agreement duly executed by Member and the Company, assigning the Intangibles and the Contracts to the Company; and
(e) a trademark assignment in a form or forms recordable in the offices of the relevant registration authorities, duly executed by Member in favor or the Company, assigning the Trademarks to the Company.
Documents of Conveyance. Contemporaneously with execution hereof, Member is delivering to the Company and the Company is delivering to the Member, as the case may be, the following documents, to the extent the same are applicable to the transfer of the Contributed Assets to the Company and the assumption by the Company of the Contributed Liabilities (the “Conveyance Instruments”):
(a) a xxxx of sale duly executed by Member in favor of the Company;
(b) a deed or deeds transferring all right, title and interest in and to any real property of Member to the Company, subject to all liens and encumbrances;
(c) a certificate of non-foreign status as described in Section 1445 of the Code, duly executed by Member;
(d) an assignment and assumption agreement duly executed by Member and the Company, assigning any accounts receivable, intangibles and contracts of Member to the Company; and
(e) a trademark assignment in a form or forms recordable in the offices of the relevant registration authorities, duly executed by Member in favor or the Company, assigning any trademarks of Member to the Company.
Documents of Conveyance. Purchaser shall have received from Sellers stock certificates representing all of the Shares, together with duly executed stock powers in blank and any other reasonably necessary documents of conveyance, vesting in Purchaser good and valid title to the Shares, free and clear of any Encumbrances.
