Common use of Instruments of Conveyance and Assignment Clause in Contracts

Instruments of Conveyance and Assignment. On the Closing Date, the Contributor shall: (a) deliver or cause to be delivered to the Partnership (i) properly executed and acknowledged warranty deeds, in substantially the form attached hereto as Exhibit A (the "Deeds"), for all Fee Interests being conveyed hereunder, (ii) assignments of lease for the Leases in substantially the form attached hereto as Exhibit B, (the "Assignments of Lease"), (iii) a xxxx of sale and assignment in substantially the form attached hereto as Exhibit C (the "Xxxx of Sale and Assignment") conveying title to the Assets (other than the Fee Interests and Leaseholds) and assigning the Contracts, (iv) an assignment of the trademarks included in the Assets in substantially the form attached hereto as Exhibit D (the "Trademark Assignment") and (v) an assignment of patent rights, licenses and applications included in the Assets in substantially the form attached hereto as Exhibit E (the "Patent Assignment"); and (b) transfer to the Partnership the originals (to the extent the Contributor or any Affiliate thereof possesses an original and retained no rights thereunder after the Closing Date) or copies, as appropriate, of the Contributed Contracts and the originals or copies, as appropriate, of all current records, files and other data that relate to the Assets and that are necessary for continuing the normal operation and conduct of the Contributed Business by the Partnership.

Instruments of Conveyance and Assignment. On the Closing Date, the Contributor shall: (a) deliver or cause to be delivered to the Partnership (i) properly executed and acknowledged warranty deeds, in substantially the form attached hereto as Exhibit A (the "Deeds"), for all Fee Interests being conveyed hereunder, (ii) assignments of lease for the Leases in substantially the form attached hereto as Exhibit B, (the "Assignments of Lease"), (iii) a xxxx bill of sale and assignment in substantially the form attached hereto as herexx xs Exhibit C (the "Xxxx Bill of Sale and Assignment") conveying title to the Assets (other oxxxx than the Fee Interests and Leaseholds) and assigning the Contracts, (iv) an assignment of the trademarks included in the Assets in substantially the form attached hereto as Exhibit D (the "Trademark Assignment") and (v) an assignment of patent rights, licenses and applications included in the Assets in substantially the form attached hereto as Exhibit E (the "Patent Assignment"); and (b) transfer to the Partnership the originals (to the extent the Contributor or any Affiliate thereof possesses an original and retained no rights thereunder after the Closing Date) or copies, as appropriate, of the Contributed Contracts and the originals or copies, as appropriate, of all current records, files and other data that relate to the Assets and that are necessary for continuing the normal operation and conduct of the Contributed Business by the Partnership.

Instruments of Conveyance and Assignment. On the Closing Date, the Contributor shall: (a) Contributor shall deliver or cause to be delivered to the Partnership Partnership, (i) properly executed and acknowledged warranty deeds, in substantially the form attached hereto as Exhibit A (the "Deeds"), for all Fee Interests being conveyed hereunder, (ii) assignments of lease for the Leases in substantially the form attached hereto as Exhibit B, B (the "Assignments Assignment of LeaseLeases"), (iii) a xxxx of bill xx sale and assignment in substantially the form attached hereto as Exhibit C (the "Xxxx of Bill xx Sale and Assignment") conveying title to the Assets (other than the Fee Interests and Leaseholds) and assigning the Contributed Contracts, (iv) an assignment of the trademarks included in the Assets in substantially the form attached hereto as Exhibit D (the "Trademark Assignment") and ), (v) an assignment of those patent rights, licenses and applications rights included in the Assets Assets, as specifically provided in the Master Intellectual Property Agreement, in substantially the form attached hereto as Exhibit E (the "Patent Assignment"), and (vi) stock certificates representing all of the outstanding capital stock of the Contributed Subsidiary, together with stock powers duly executed in blank; (b) Contributor and the Partnership shall deliver or cause to be delivered to each other a Site Lease Agreement with respect to certain properties in Pedricktown, New Jersey, in substantially the form attached hereto as Exhibit G (the "Site Lease Agreement"); and (bc) Contributor shall transfer to the Partnership the originals (to the extent the Contributor or any Affiliate thereof possesses an original and retained no rights thereunder after the Closing DateAsset Transfer Effective Time) or copies, as appropriate, of the Contributed Contracts and the originals or copies, as appropriate, of all current records, files and other data that relate to the Assets and that are necessary for continuing the normal operation and conduct of the Contributed Business by the Partnership.

Instruments of Conveyance and Assignment. On the Closing Date, the Contributor shall: (a) Occidental Chemical Sub shall deliver or cause to be delivered to the Partnership Partnership, as needed, (i) properly executed an Assignment of Lease and acknowledged warranty deeds, Act of Exchange for the Lake Charxxx Xxxse being assigned pursuant to this Section 2 in substantially the form attached hereto as Exhibit A (the "DeedsAssignment of Lake Charxxx Xxxse"), for all Fee Interests being conveyed hereunder, (ii) assignments an assignment of lease leases for the such other Leases being assigned pursuant to this Section 2 in substantially the form attached hereto as Exhibit B, B (the "Assignments Assignment of LeaseLeases"), (iii) a xxxx of bill xx sale and assignment in substantially the form attached hereto as Exhibit C (the "Xxxx of Bill xx Sale and Assignment") conveying title to the Assets (other than the Fee Interests Interests, Leaseholds and LeaseholdsLake Charxxx Xxxsed Assets) being conveyed pursuant to this Section 2 and assigning the ContractsContracts of such Asset Contributor or its Affiliates, (iv) an assignment a license of the certain trademarks included in the Assets in substantially the form attached hereto as Exhibit D (the "Trademark AssignmentLicense") and (v) an assignment of patent rights, licenses and applications included in the Assets conveyed pursuant to this Section 2 in substantially the form attached hereto as Exhibit E (the "Patent Assignment"); and (b) Each Asset Contributor shall transfer to the Partnership the originals (to the extent the such Contributor or any Affiliate thereof possesses an original and retained no rights thereunder after the Closing Date) or copies, as appropriate, of the Contributed Contracts and the originals or copies, as appropriate, of all current records, files and other data that relate to the Assets and that are necessary for continuing the normal operation and conduct of the Contributed Business by the Partnership. (c) PDG Chemical shall deliver or cause to be delivered to the Partnership an assignment of partnership interests in substantially the form attached hereto as Exhibit H ("Assignment of Partnership Interests").