Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Shareholders shall have obtained and/or executed, as applicable, and delivered to QDL:
(i) any required consents from landlords under the Real Property Leases;
(ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases, which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date;
(iii) an Assignment and Assumption of Lease, with respect to each Non-Real Estate Lease in a form reasonably satisfactory to QDL;
(iv) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential;
(v) all cash and cash equivalents of the Company and any subsidiary;
(vi) all Books and Records of the Company and any subsidiary (QDL shall be granted access to such Books and Records immediately after Closing);
(vii) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's and any subsidiary's facilities and Business;
(viii) such changes relating to the bank accounts and safe deposit boxes of the Company and any Subsidiary as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; and
(ix) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.
Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:
(i) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller's owned personal property included in the Purchased Assets;
(ii) subject to Section 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases;
(iii) subject to Section 9.2, Assignments of Contract Rights, each in the form of Exhibit E attached hereto, with respect to the Contract Rights;
(iv) Assignments of Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest to the name "Turf Partners," and all variations thereof), a schedule of which shall be provided at Closing, in recordable form to the extent necessary to assign such rights;
(v) all cash and cash equivalents of the Business; and
(vi) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.
Instruments and Possession. To effect the sale and transfer referred to in Section 1.1, Seller shall execute and deliver to Buyer or its designee, as applicable:
(i) certificates representing the Rodeo Stock duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer or its designees, as applicable;
(ii) the stock books, stock ledgers, minute books and corporate seals of each Rodeo Entity as of the Closing Date; provided, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.3(a)(ii) if such item has been delivered to or is otherwise certified to Buyer by a duly authorized officer of Seller to be located at the offices of Rodeo, LTME or LTAP, respectively, as of the Closing Date; and
(iii) such other instruments and documents in form and substance reasonably acceptable to Buyer as shall be reasonably requested by Buyer to effect the Closing in accordance with the provisions hereof.
Instruments and Possession. Subject to Sections 3.4 and 6.7, to -------------------------- effect the sale and transfer referred to in Section 2.1 hereof, Seller will cause the appropriate member or members of the Transfer Group to, at the Closing, execute and deliver to the Buyers:
(i) Deeds, in form reasonably acceptable to NGOP, conveying, in the aggregate, all of the real property owned by any member of the Transfer Group that is included in the Acquired Assets;
(ii) General Assignment and Bills of Sale, in the form attached hereto as Exhibit A and Exhibit B, conveying in the aggregate to NGOP and --------- --------- AGC, respectively, all of the tangible and intangible personal property owned by any member of the Transfer Group that is included in the Acquired Assets;
(iii) Assignments of Lease in the form attached hereto as Exhibit C with respect to the Leases owned by any member of the Transfer --------- Group that are included in the Acquired Assets with any changes required to comply with the local law of the jurisdiction where the conveyed leasehold is located;
(iv) Assignments of Water Rights, in the form attached hereto as Exhibit D, conveying in the aggregate all of the Acquired Companies' water --------- rights directly or indirectly owned or held by any member of the Transfer Group that are included in the Acquired Assets; and
(v) such other instruments as may reasonably be requested by the Buyers to vest in the Buyers title in and to the Acquired Assets in accordance with the provisions hereof.
Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:
(i) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller’s owned personal property included in the Assets;
(ii) subject to Sections 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases;
Instruments and Possession. To effect the transfer referred to in -------------------------- Section 2.1 hereof and the delivery of the consideration described in Section 2.2 hereof, Seller will, on the Closing Date, execute and deliver to Buyer:
(i) a warranty deed in proper form for recording and in a form mutually acceptable to Buyer and Seller, conveying the Owned Real Estate, and all of the items set forth in Exhibit L attached hereto; ---------
(ii) one or more bills of sale substantially in the form attached hereto as Exhibit C, conveying in the aggregate all of the Purchased Assets; ---------
(iii) subject to Section 3.4(b), an Assignment and Assumption Agreement in the form attached hereto as Exhibit D with respect to the --------- assignment of all Leases and Contract Rights;
(iv) assignments of all Proprietary Rights in recordable form to the extent necessary to assign such rights;
(v) the subleases of the properties to be subleased to Buyer as provided herein; and
(vi) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.
Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:
(i) INTENTIONALLY OMITTED;
(ii) one or more bills of sale, in the form attached hereto as Exhibit D, conveying in the aggregate all of Seller's or Seller's Subsidiaries' owned personal property included in the Assets;
(iii) subject to Section 9.2, Assignments of Lease in the form attached hereto as Exhibit E with respect to the Leases;
(iv) subject to Section 9.2, Assignments of Contract Rights, each in the form of Exhibit F attached hereto, with respect to the Contract Rights included in the Assets;
(v) Assignments of Patents and Trademarks and other Proprietary Rights each in the form attached hereto as Exhibit G, in recordable form to the extent necessary to assign such rights;
Instruments and Possession. Upon the terms and conditions contained in this Agreement, on the Closing Date, and upon delivery of the BUYER's Stock Cash Consideration and Barge Consideration, SELLER's Transferred Shares, Barge, bills of sale and the other closing documents and instruments to be delivered by the respective Parties hereto, as described in Articles 6, 7 and 8 below, BUYER shall be entitled to possession of the Transferred Shares and the Barge,. All of such instruments will be in form and substance, and will be executed and delivered in a manner, reasonably satisfactory to the Parties and their legal Representatives.
Instruments and Possession. Upon the terms and conditions contained in this Agreement, on the Closing Date Seller shall deliver to Purchaser (i) one or more bills of sale or other instruments conveying in the aggregate all of the Tangible Personal Property, (ii) one or more assignments of the Assumed Contracts, (iii) one or more assignments of the Sierra Intellectual Property in recordable form, (iv) such deeds and other instruments as shall be reasonably required to vest in Purchaser title in and to the Purchased Assets (including but not limited to the Real Property) in accordance with the provisions of this Agreement and (v) such other documents and agreements as are contemplated by this Agreement.
Instruments and Possession. To effect the sale and transfer -------------------------- referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:
(i) one or more bills of sale, conveying in the aggregate all of Seller's owned personal property included in the Assets;
(ii) subject to Section 9.2, a Sublease and Assignment of Leases with respect to the Facility Leases;
(iii) subject to Section 9.2, Assignments of Contract Rights, with respect to the Contract Rights;
(iv) Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest to the Proprietary Rights with respect to the Business, and all variations thereof) in recordable form to the extent necessary to assign such rights;
(v) certificates of the California Secretary of State as to the good standing of Xxxxxxxxx and Services certifying as to the corporate status of such companies in the State of California, together with certificates of the California Franchise Tax Board as to each such company, each dated no later than five days prior to the Closing Date;
(vi) a certificate of the Delaware Secretary of State certifying as to the corporate status of Xxxxxxxxx in the State of Delaware, dated no later than five days prior to the Closing Date; and
(vii) such other instruments as shall be requested by Buyer to vest in Buyer title in and to the Assets in accordance with the provisions hereof.
