Further Conveyances and Assumptions. From time to time following the Closing, Seller and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided that nothing in this Section 2.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (FTD Companies, Inc.), Asset Purchase Agreement
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactionstransactions contemplated hereby; provided provided, that nothing in this Section 2.7 2.8 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Flowers Foods Inc)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided provided, that nothing in this Section 2.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP), Asset Purchase Agreement
Further Conveyances and Assumptions. From time to time following the Closing, Seller and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully consummate more effectively the conveyance, transfer and delivery to Purchaser and its respective successors or assigns, of all of the properties, rights, titles, interests, estates, remedies, powers titles and privileges interests to the Purchased Assets intended to be conveyed to Purchaser under this Agreement or as reasonably requested by Purchaser and to assure fully to Seller and its Affiliates and their respective its successors and assigns, the assumption of the liabilities and obligations Assumed Liabilities intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided transactions contemplated by this Agreement, except that nothing in this Section 2.7 1.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ciber Inc), Asset Purchase Agreement (Ciber Inc)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided that nothing in this Section 2.7 2.9 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 2 contracts
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided transactions contemplated by this Agreement, except that nothing in this Section 2.7 1.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paperweight Development Corp)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser Buyer will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyer and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser Buyer under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Buyer under this Agreement, and to otherwise make effective the Transactionstransactions contemplated herein; provided that nothing in this Section 2.7 section will require Purchaser Buyer or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement
Further Conveyances and Assumptions. From time to time following the Closing, Seller the Sellers and Purchaser willshall, and will shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactionstransactions contemplated hereby; provided provided, that nothing in this Section 2.7 will shall require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.. 2.8
Appears in 1 contract
Samples: Asset Purchase Agreement
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided provided, that nothing in this Section 2.7 2.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Westmoreland Resource Partners, LP)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations Liabilities intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the TransactionsTransactions and the Financings; provided that nothing in this Section 2.7 2.8 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Shiloh Industries Inc)
Further Conveyances and Assumptions. From time to time following the Closing, Seller the Sellers and Purchaser willwill use their commercially reasonable efforts to, and will use their commercially reasonable efforts to cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or and/or permitted assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactions; provided provided, that nothing in this Section 2.7 2.8 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
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Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactionstransactions contemplated hereby; provided provided, that nothing in this Section 2.7 2.6 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Flowers Foods Inc)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser Buyers will, and will cause their respective Affiliates to, in each case at Buyers’ sole cost and expense, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser Buyers and its respective their successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser Buyers under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser Buyers under this Agreement, and to otherwise make effective the Transactionstransactions contemplated herein; provided that nothing in this Section 2.7 section will require Purchaser Buyers or any of its their Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (Timber Pharmaceuticals, Inc.)
Further Conveyances and Assumptions. From time to time following the Closing, Seller Sellers and Purchaser will, and will cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactionstransactions contemplated hereby; provided provided, that nothing in this Section 2.7 will require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
Appears in 1 contract
Further Conveyances and Assumptions. From time to time following the Closing, Seller the Sellers and Purchaser willshall, and will shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, assignments, releases and other instruments, and will shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Purchaser under this Agreement and to assure fully to each Seller and its Affiliates and their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement, and to otherwise make effective the Transactionstransactions contemplated hereby; provided provided, that nothing in this Section 2.7 will shall require Purchaser or any of its Affiliates to assume any Liabilities other than the Assumed Liabilities.
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