Execution of Transfer Instruments Sample Clauses

Execution of Transfer Instruments. (a) On the Effective Date, GKK Stars shall execute and deposit (and/or cause to be executed and deposited) with KBSAS or its designee the Transfer Instruments with respect to each of the Equity Interests. With the exception of the Transfer Instruments pertaining to GKK Stars's Equity Interest in AFRT, which shall be in favor of KBSAS or such other entity as directed by KBSAS (the "Initial AFRT Transfer Documents"), the Transfer Instruments shall be "in blank" or, at the direction of Acquisition Co, in favor of Acquisition Co or a designee. Acquisition Co or KBSAS, as applicable, shall consummate the direct or indirect Transfer of all of the Equity Interests through contractual assignments of the applicable Equity Interests or foreclosures of such Equity Interests, in either case, in accordance with this Agreement on or prior to the Outside Transfer Date, except to the extent set forth in Section 3.5(d) and except to the extent otherwise provided in Section 9.5, and, notwithstanding the foregoing, neither Acquisition Co nor KBSAS shall be in breach of such obligations to the extent they are excused from performance pursuant to the provisions of Section 9.5 or are otherwise prevented by operation of law or judicial process from consummating such Transfers to the extent provided for below. KBSAS shall have the right to select the order in which the applicable Equity Interests are Transferred and whether an Equity Interest will be Transferred by a contractual assignment or through foreclosure. The Transfer Instruments shall provide that, unless GKK Stars's Equity Interest in AFRT is Transferred to Acquisition Co or its designated subsidiary prior to the Outside Transfer Date, in which case the Initial AFRT Transfer Documents shall be deemed null and void, GKK Stars's Equity Interest in AFRT shall be deemed Transferred to KBSAS on the Outside Transfer Date pursuant to the Initial AFRT Transfer Documents unless Acquisition Co and KBSAS are excused from effectuating such Transfer pursuant to the provisions of Section 9.5 herein; provided, that if a Proceeding or other judicial process exists on December 15, 2011 pursuant to which a stay or other injunctive action on the Transfer of GKK Stars's Equity Interest in AFRT is in effect, such Transfer shall instead be deemed to have occurred pursuant to the Initial AFRT Transfer Documents on the date that is ten (10) business days after any order lifting such stay or injunctive action is final and nonappealable. Notwith...

Execution of Transfer Instruments. In furtherance of the foregoing, NGPC and NGP, as applicable, shall execute and deliver (i) an Assignment and Assumption of Leases substantially in the form attached hereto as Exhibit B for recordation in the official records of Humboldt County, Nevada, (ii) appropriate notices necessary in connection with the transfer of permit rights identified on Exhibit A and (ii) appropriate assignments of record title interest in those geothermal leases with the Bureau of Land Management described as the Federal Leases on Exhibit A, conveying all of NGPC’s right, title and interest in the real property interests more particularly described in such assignment documents to NGP1. Notwithstanding the foregoing, NGPC’s or NGP’s, as applicable, right title and interest in such real property and permit interests shall be deemed to have been contributed to NGPC (if applicable) and Holdco pursuant to this Agreement immediately prior to their assignment to NGP1 pursuant to the terms of such assignment documentation.