Common use of Instruments and Possession Clause in Contracts

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 of -------------------------- Assets referred to in Section 2.1 1.3 hereof, Seller the Companies and the Existing Shareholders will, at the Closing, execute and deliver to BuyerABS: (i) one or more bills Bills of saleSale, in the form attached hereto as Exhibit CA, conveying in the aggregate all of Seller's owned the personal property owned by the Companies included in the Purchased Assets; (ii) subject to Section 9.28.2, Assignments of Lease in the form attached hereto as Exhibit D B with respect to the Leasesthose leases that ABS will assume; (iii) subject to Section 9.28.2, Assignments of Contract Rights, each Rights in the form of attached hereto as Exhibit E attached hereto, C with respect to the Contract Rightsthose contracts that ABS will assume; (iv) subject to Section 8.2, Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest of the Companies to the name names "Turf PartnersCalifornia Equipment Company," "California Equipment Co. of Sacramento" and all variations thereof), a schedule of which shall be provided at Closing) each in the form attached hereto as Exhibit D, in recordable form to the extent necessary to assign such rights; (v) all cash and cash equivalents of the Business; and (viv) such other instruments as shall be reasonably requested by Buyer ABS to vest in Buyer ABS 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) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller's ’s owned personal property included in the Purchased Assets; (ii) subject to Section Sections 6.11 and 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases; (iii) subject to Section Sections 6.11 and 9.2, Assignments of Contract Rights, each in the form of Exhibit E attached hereto, with respect to the Contract Rights; (iv) Assignments of Patents, Trademarks and other Proprietary Rights (including an assignment of all of Seller's ’s rights, title and interest to the name "Turf Partners," Shellcase, and all variations thereof), a schedule of which shall be provided at Closing) each in the form attached hereto as Exhibit F, in recordable form to the extent necessary to assign such rights; (v) all cash and cash equivalents of Indemnification Escrow Agreement in the Business; andform attached hereto as Exhibit I; (vi) License and Services Agreement in the form attached hereto as Exhibit J; (vii) 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) one or more bills of saledeeds, substantially in the form attached hereto as Exhibit CA, conveying good and marketable fee simple title to all Owned Real Property included in the Assets to Buyer or its designee; (ii) one or more bills of sale, substantially in the form attached hereto as Exhibit B, conveying in the aggregate all of Seller's owned personal property included in the Purchased Assets; (iiiii) subject to Section Sections 2.4 (c) and 9.2, Assignments Form of Assignment of Lease substantially in the form attached hereto as Exhibit D with respect to the Leases; (iiiiv) subject to Section 9.2, Assignments Assignment of Contract Rights, each substantially in the form of Exhibit E attached hereto, with respect to the Contract Rights; (ivv) Assignments Assignment of Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest to the name "Turf Partners,Wheels Discount Auto Supply Stores" and all variations thereof), a schedule of which shall be provided at Closing) substantially in the form attached hereto as Exhibit F, in recordable form to the extent necessary to assign such rights; (vvi) all cash and cash equivalents of the BusinessSublease Agreements; and (vivii) 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 of -------------------------- Assets referred to in Section 2.1 1.3 hereof, Seller the Company will, at the Closing, execute and deliver to BuyerHDA: (i) one or more bills Bills of saleSale, in the form attached hereto as Exhibit CA, conveying in the aggregate all of Seller's owned the personal property owned by the Company included in the Purchased Assets; (ii) subject to Section 9.28.2, Assignments of Lease in the form attached hereto as Exhibit D B with respect to the Leases; (iii) subject to Section 9.28.2, Assignments of Contract Rights, each Contracts in the form of attached hereto as Exhibit E attached hereto, C with respect to the Contract Rightsthose contracts which HDA shall assume; (iv) subject to Section 8.2, Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest of the Company to the name "Turf Partners,Tampa Brake & Supply Co." and all variations thereof), a schedule of which shall be provided at Closing) each in the form attached hereto as Exhibit D, in recordable form to the extent necessary to assign such rights; (v) all cash and cash equivalents of the Business; and (viv) such other instruments as shall be reasonably requested by Buyer HDA to vest in Buyer HDA title in and to the Purchased Assets in accordance with the provisions hereof.

Instruments and Possession. To effect the sale and transfer of -------------------------- Assets referred to in Section 2.1 1.3 hereof, Seller the Company will, at the Closing, execute and deliver to BuyerHDA: (i) one or more bills Bills of saleSale, in the form attached hereto as Exhibit CA, conveying in the aggregate all of Seller's owned the personal property owned by the Company included in the Purchased Assets; (ii) subject to Section 9.28.2, Assignments of Lease in the form attached hereto as Exhibit D B with respect to the Leases; (iii) subject to Section 9.28.2, Assignments of Contract Rights, each Rights in the form of attached hereto as Exhibit E attached hereto, C with respect to the Contract Rightsthose contracts which HDA shall assume; (iv) subject to Section 8.2, Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller's rights, title and interest of the Company to the name "Turf Partners,Connecticut Driveshaft" and all variations thereof), a schedule of which shall be provided at Closing) each in the form attached hereto as Exhibit D, in recordable form to the extent necessary to assign such rights; (v) all cash and cash equivalents of the Business; and (viv) such other instruments as shall be reasonably requested by Buyer HDA to vest in Buyer HDA 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) one or more deeds, in the form attached hereto as Exhibit D, conveying good and marketable fee simple title to all Owned Real Property included in the Purchased Assets, subject to the exceptions set forth in Section 4.6(a), to Buyer or its designee; (ii) one or more bills of sale, in the form attached hereto as Exhibit CE, conveying in the aggregate all of Seller's ’s owned personal property included in the Purchased Assets; (iiiii) subject to Section 9.29.1, Assignments of Lease in the form attached hereto as Exhibit D F with respect to the Assumed Leases; (iiiiv) subject to Section 9.29.1, Assignments of Contract Rights, each in the form of Exhibit E G attached hereto, with respect to the Contract Rights; (ivv) Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all of Seller's rightsRights, title and interest to each in the name "Turf Partners," and all variations thereof), a schedule of which shall be provided at Closingform attached hereto as Exhibit H, in recordable form to the extent necessary to assign such rights; (vvi) all cash and cash equivalents documentation required to exempt Seller or Buyer from the withholding requirements of Section 1445 of the BusinessCode, consisting of an affidavit from Seller to Buyer stating under penalty of perjury that Seller is not a foreign person and providing Seller’s U.S. taxpayer identification number; (vii) the keys and/or codes to all locks located on or in the Purchased Assets (and any and all cards, devices or things necessary to access any Purchased Assets); and (viviii) 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.