Documents Relating to Title. 28 8.2 Possession......................................................... 28 8.3
Documents Relating to Title. Shareholders shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Parent:
(1) Stock certificates, registered in the name of the Shareholders, duly endorsed by Shareholders or with stock powers attached, representing all of the Stock.
(2) The resignation of each member of the Board of Directors and each officer of Company effective as of the Closing.
Documents Relating to Title. 26 10.2 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 10.3
Documents Relating to Title. Seller shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer, or to its designee:
Documents Relating to Title. Sellers shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Purchaser:
(a) Deeds, bills of sales and assignments, in form and substance satisfactory to Purchaser and sufficient to convey to Purchaser good, valid and marketable fee simple title to all Assets free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for exceptions permitted by Purchaser.
(b) An assignment to Purchaser of all of Sellers' rights and interests in, to and under each Lease of personal property and Contract constituting an Assumed Liability.
Documents Relating to Title. Seller shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer:
(a) At Closing, an executed Xxxx of Sale, in the form of Exhibit 10.1 (a), warranting and conveying to Buyer good, valid and marketable title to all Assets, free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for the Assumed Liabilities.
(b) Certificates of title to all vehicles that constitute Assets endorsed by Seller together with completed originals of any forms required by all applicable states to transfer the same, free and clear of all liens, except for the Assumed Liabilities.
(c) An effective and enforceable assignment to Buyer of each Lease and Contract which Buyer has agreed to assume.
Documents Relating to Title. 43 11.2 Possession.................................................................................44 11.3 Opinion of Seller's Counsel................................................................44 11.4
Documents Relating to Title. Sellers shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer:
(1) General warranty deeds from Sellers, in form reasonably satisfactory to Buyer and the title insurer, with all recording, stamp tax, deed tax or other transfer fees paid by Sellers, and conveying to Buyer good, valid and marketable title in fee simple to the owned Real Estate free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions.
(2) General warranty deeds from DALS, in form reasonably satisfactory to Buyer and the title insurer, with all recording, stamp tax, deed tax or other transfer fees paid by Sellers or DALS, and conveying to Buyer good, valid and marketable title in fee simple to the owned Seven Lakes Manager's Residence free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions.
(3) A Bill of Sale and Assignment Agreement, in form and substance satisfxxxxry to Buyer, warranting and conveying to Buyer good, valid and marketable title to all Assets, free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for those expressly acceptable to Buyer.
(4) Certificates of title to all vehicles that constitute Assets endorsed by Sellers together with completed originals of any forms required by all applicable states to transfer the same, free and clear of all liens, except for those acceptable to Buyer.
(5) An effective and enforceable assignment to Buyer of each Lease and Contract.
Documents Relating to Title. Sellers and Owners shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer:
(1) General warranty deeds from Sellers and Owners in form satisfactory to Buyer and the title insurer, with costs for all recording, stamp tax, deed tax or other transfer fees paid by Sellers, and conveying to Buyer good, valid and marketable title in fee simple to the owned Real Estate free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other exceptions to title, except for Permitted Exceptions.
(2) A Bill xx Sale and Assignment Agreement, in form and substance satisfactory to Buyer, warranting and conveying to Buyer good, valid and marketable title to all Assets, free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for those expressly acceptable to Buyer.
Documents Relating to Title. Shareholders shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Purchaser:
(a) Stock certificates, registered in the name of the Shareholders, free and clear of all Liens, duly endorsed by Shareholders or with stock powers attached, representing all of the issued and outstanding capital stock of the Company;
(b) The resignation of each member of the Board of Directors and each officer of the Company effective as of the Closing;
(c) The Shareholders and the Company shall have delivered to Purchaser an opinion of legal counsel, dated the Closing Date, in the form of Exhibit 6.01(c);
(d) The Shareholders shall have entered into an agreement terminating any and all existing shareholders, stock purchase and transfer restriction and similar agreements, in a form acceptable to Purchaser.
(e) The Shareholders and the Company shall have entered into all related agreements identified in Section 5.01.
(f) The Shareholders shall have delivered all instruments and documents necessary to release any and all Liens on the Shares and/or Assets, including appropriate UCC financing statement amendments and termination statements.
