General Conveyance. At the Closing Time, the Vendor will deliver to the Purchaser good and marketable title to and exclusive possession of the Purchased Assets, free and clear of any and all Encumbrances. At the Closing Time, the Vendor will execute and deliver to the Purchaser one or more forms of general conveyance or bills of sale in respect of the assignment, conveyance, transfer and delivery of the Purchased Assets to the Purchaser in form acceptable to the Purchaser.
General Conveyance. Upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall execute and deliver the General Conveyance, in substantially the form attached hereto as Exhibit 5.1 (the "Conveyance"), to Buyer together with all assignment forms as may be required by Law to be executed in connection with the conveyance of specific Assets; provided that the terms and provisions of the Conveyance shall control as to any conflict between the Conveyance and any such special assignment forms.
General Conveyance. A General Conveyance and Assignment of Contracts and Licenses and Permits and Intangible Assets in the form delivered at Skylift Closing, assigning and conveying to Purchaser the Improvements located at the Cypress Premises and those Contracts and Licenses and Permits and Intangible Assets relating to the Cypress Assets, which are not Excluded Business Assets on the terms set forth therein (including without limitation, the VANOC Agreement).
General Conveyance. A general conveyance of the Purchased Assets, which shall include an assignment and assumption of the Leases, Assignable Contracts and Permitted Encumbrances.
General Conveyance. A duly executed counterpart of the General Conveyance, Assignment and Xxxx of Sale, substantially in the form attached hereto as Exhibit A (the “General Conveyance”), together with such additional executed instruments and other documents, as may be reasonably requested by EQT, to more fully assure the transfer, assignment and conveyance to EQT or EQT’s successors or assigns, of all the Assets, including, without limitation, separate assignments of individual permits, licenses, contracts, deeds, leases or interests therein, which are included in the Assets and which are reasonably necessary or desirable to facilitate the recognition of EQT’s ownership of the Assets by all third parties and applicable Governmental Entities.
General Conveyance. This General Conveyance made this ___ day of ___________, 0000 XXXXX:
General Conveyance. A duly executed counterpart of the General Conveyance.
General Conveyance. This General Conveyance made this day of , 2017 AMONG: CONOCOPHILLIPS CANADA RESOURCES CORP., a corporation having an office and carrying on business in the City of Calgary in the Province of Alberta (“CPCRC”) CONOCOPHILLIPS CANADA ENERGY PARTNERSHIP, a general partnership having an office and carrying on business in the City of Calgary in the Province of Alberta (“Energy”) CONOCOPHILLIPS WESTERN CANADA PARTNERSHIP, a general partnership having an office and carrying on business in the City of Calgary in the Province of Alberta (“Western”) CONOCOPHILLIPS CANADA (BRC) PARTNERSHIP, a general partnership having an office and carrying on business in the City of Calgary in the Province of Alberta (“BRCP”) CONOCOPHILLIPS CANADA E&P ULC, an unlimited liability company having an office and carrying on business in the City of Calgary in the Province of Alberta (“E&P”) (CPCRC, Energy, Western, BRCP, and E&P are hereinafter referred to collectively as the “Vendors” and individually as a “Vendor”) CENOVUS ENERGY INC., a corporation having an office and carrying on business in the City of Calgary in the Province of Alberta (the “Purchaser”)
General Conveyance. (a) Holdings hereby transfers, sells, conveys, assigns and delivers unto GTNI, its successors and assigns, and GTNI hereby acquires, accepts and assumes, effective as of March 31, 2002, all of Holdings' right, title and interest in the Partnership and liabilities associated therewith accruing since September 1, 2001, including the allocation of Holdings' share of income and losses (notwithstanding the foregoing, Holdings shall be allocated an amount of losses in respect of the period from September 1, 2001 to March 31, 2002 equal to the lesser of 50% of the actual losses during that period and $22,500,000 as contemplated in sub-section 2(b)(iii) below) and the balance standing in Holdings' capital account, and all advances made by the Partnership to Holdings, free and clear of all liens, charges and encumbrances. For greater certainty, Holdings' share of income and losses in respect of periods prior to September 1, 2001 will be allocated in accordance with the Amended and Restated Partnership Agreement dated as of November 15, 2000 between Global Communications Limited, Holdings and 3048510 Nova Scotia Company in effect on the date of this Agreement (the "Partnership Agreement") in effect on the date of this Agreement.
(b) For greater certainty, nothing herein shall release or relieve:
(i) Xxxxxxxxx and its affiliates from their obligations arising under Section 10.3 of the Transaction Agreement to indemnify CanWest and its Affiliates and their respective directors, officers, shareholders, employees, agents and representatives from and against all Claims which may be made or brought against any such Persons or which they may suffer or incur by reason of or in respect of any liability (fixed or contingent) or Encumbrance of the Partnership existing or incurred prior to the Closing Date other than those of the Assumed Liabilities relating to the National Post Business;
(ii) Holdings from its obligations arising under Sections 3.8 and 3.14 of the Partnership Agreement to be responsible for 50% of the obligations of the Partnership up to and including August 31, 200l; or
(iii) Xxxxxxxxx from its obligation under the Letter Agreement to pay to the Partnership $22,500,000 on account of a pre-payment of future losses or cash requirements of the Partnership, which Letter Agreement shall remain in full force and effect, unamended.
General Conveyance. Sellers will assign and transfer to Buyer title in and to the Purchased Assets by delivery of (1) one or more bills of sale in form and substance mutually acceptable to Buyer and Sellers (the "General Conveyance"), duly executed by Sellers, and (2) such other good and sufficient instruments of conveyance, assignment and transfer, in form and substance mutually acceptable to Buyer and Sellers, acting reasonably, as shall be effective to vest in Buyer all of Sellers' right, title and interest in, to and under the Purchased Assets. In relation to those of the Purchased Assets situated in the U.K., risk in and title to each of such assets which are capable of physical delivery shall pass on delivery of the same by Sellers to Buyer, which shall be deemed to occur at the relevant U.K. premises of the Seller at which they are located at the Closing.
