Common use of Instruments and Possession Clause in Contracts

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. Subject to Sections 3.4 the terms and 6.7conditions contained herein, 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 towill, at the Closing, execute and deliver or cause to the Buyersbe executed and delivered to Buyer: (i) Deeds, in form reasonably acceptable to NGOP, conveying, in the aggregate, all one or more bills 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 Rightssale, in the form attached hereto as Exhibit D, conveying in the aggregate all of the Acquired Companies' water --------- rights directly or indirectly Seller's owned or held by any member of the Transfer Group that are personal property included in the Acquired Assets; and; (ii) subject to Section 10.1, Assignments and Assumptions of Facility Leases in the form attached hereto as Exhibit E with respect to the Facility Leases or in such other form as may be required by the lessor or sublessor thereunder and which is reasonably acceptable to Nextera; (iii) subject to Section 10.1, Assignments and Assumptions of Contracts and Leases (other than Facility Leases), each in the form of Exhibit F attached hereto, with respect to the Contracts and Leases (other than any Facility Lease); (iv) letters from each of Seller and General Partner to the Delaware Secretary of State giving permission to use the names "Sibson" and "Sibson & Company" to SC/NE, LLC in the forms attached hereto as Exhibit K; (v) assignment to, and assumption by, Buyer with respect to the one percent (1%) membership interest in Sibson Europe owned by General Partner; and all other required documents or actions to have Buyer admitted as the sole member of Sibson Europe; (vi) such other instruments as may shall be reasonably be requested by the Buyers Buyer to vest in the Buyers Buyer title in and to the Acquired Assets in accordance with the provisions hereof.

Instruments and Possession. Subject to Sections 3.4 and 6.7, to -------------------------- To effect the sale and transfer referred to in -------------------------- Section 2.1 hereof, Seller Sellers (as applicable) will, and will cause the appropriate member or members of the Transfer Group MLSLP to, at on the ClosingClosing Date, execute and deliver to the BuyersBuyer: (i) Deedsone or more assignments of partnership interest with respect to the MLSLP Partnership Interests other than that held by MAS and certificate(s) evidencing the MAS Stock (duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank), in form reasonably acceptable to NGOP, conveying, in the aggregate, all each case free and clear of the real property owned by any member of the Transfer Group that is included in the Acquired AssetsEncumbrances; (ii) General Assignment and Bills one or more bills of Sale, sale substantially 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"C", conveying in the aggregate all of the Acquired Companies' water --------- rights directly or indirectly owned or held by any member personal property of the Transfer Group that are Xxxxx Entities (other than MLSLP and MAS) included in the Acquired Purchased Assets; (iii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit "D" with respect to the Leases and all other Assumed Liabilities; (iv) the Exclusive Sales Agreement; (v) subject to Section 3.2(c), separate assignments of all Contract Rights included in the Purchased Assets to the extent necessary; (vi) assignments of all Proprietary Rights which constitute Purchased Assets in recordable form to the extent necessary to assign such rights; (vii) the subleases, if any, of the properties to be subleased to Buyer as provided herein; (viii) original certificates of title, signed by a Xxxxx Entity, as necessary, and such other executed forms as may be required to transfer to Buyer title in any Motor Vehicle owned by any Xxxxx Entity constituting part of the Purchased Assets; (ix) one or more assignment or assumption agreements in form and substance reasonably acceptable to Buyer which gives effect to the transfer of the Excluded Assets from MLSLP and MAS to the MLSLP Partners or any of their Affiliates; and (x) such other instruments or documents as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions of this Agreement. On the Closing Date, Buyer will execute, where applicable, and deliver to Sellers: (i) the Purchase Price in accordance with Section 2.2 hereof; (ii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit "D" with respect to the Assumed Liabilities; (iii) the Exclusive Sales Agreement; (iv) amendments or restatements of the certificate of limited partnership of MLSLP removing the MLSLP Partners (other than MAS) as partners of MLSLP (which amendments or restatements, if necessary, shall be executed by the MLSLP Partners); and (v) such other instruments as may shall be reasonably be requested by Sellers to effect the Buyers to vest in consummation of the Buyers title in and to the Acquired Assets in accordance with the provisions hereoftransactions contemplated hereby.

Instruments and Possession. Subject to Sections 3.4 and 6.7, to -------------------------- To effect the sale and transfer referred to in Section 2.1 hereof, Seller will cause Transferors shall, on the appropriate member or members of the Transfer Group to, at the ClosingClosing Date, execute and deliver to the BuyersGHI: (i) Deedsone or more special warranty deeds, in proper form for recording and mutually and reasonably acceptable to NGOPGHI and Transferors, conveying, in the aggregate, conveying good title (other than Permissible Liens) to all of the real property owned by any member of the Transfer Group that is Owned Real Property included in the Acquired Transferred Assets; (ii) General Assignment and one or more Bills of SaleTransfer and such other instruments of transfer as GHI may reasonably request to convey and vest in GHI all right, title and interest in and to 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 remaining Transferred Assets; (iii) Assignments of subject to Section 3.4(c) hereof, the Lease in the form attached hereto as Exhibit C Assignment and Assumption Agreements with respect to the Leases owned by any member assignment 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 locatedLeases hereunder; (iv) Assignments of Water Rightssubject to Section 3.2(c), in the form attached hereto as Exhibit D, conveying in Personal Property Lease Assignment and Assumption Agreement with respect to the aggregate all assignment of the Acquired Companies' water --------- rights directly or indirectly owned or held by any member Personal Property Leases hereunder; (v) subject to Section 3.2(c), the Contract Rights Assignment and Assumption Agreement with respect to the assignment of the Transfer Group that are included Contract Rights hereunder; (vi) the Memorandum of Agreements, Agreement and Assignment with respect to the Wagram Plant; (vii) the Assignment of Trademarks with respect to the assignment of the Intellectual Property Rights hereunder; (viii) such affidavits, certificates or filings as may be required to convey the Transferred Assets to GHI or as may be reasonably requested by GHI's title company and agreed to by Transferors in connection with the Acquired Assetsissuance of the title policies with respect to the Owned Real Property and Leasehold Estates, all costs, charges and premiums of which, shall be paid by GHI; and (vix) such other instruments as may reasonably be requested by physical possession and control of the Buyers to vest in the Buyers title in and to the Acquired Assets in accordance with the provisions hereofTransferred Assets.