Instruments of Conveyance and Assumption. (a) In order to effectuate the sale, assignment, transfer and conveyance of the Assets, the Seller shall, or shall cause its Affiliates to, execute and deliver to Purchaser at the Time of Closing:
Instruments of Conveyance and Assumption. (a) Subject to Section 2.6(a), from time to time, SuperMom’s shall execute and deliver, and record (when appropriate) any and all Deeds, instruments or other documents of transfer, conveyance and assignment, and take such other action as NT Bakery may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the SuperMom’s Transferred Assets, as and to the extent contemplated hereby. From time to time, NT Bakery will execute and deliver, and record (when appropriate), any and all instruments or other documents of assumption and acceptance, and take such other action as SuperMom’s may reasonably request, as may be necessary or advisable to effect the assumption of the NT Bakery Assumed SuperMom’s Obligations, as and to the extent contemplated hereby. In the event that any Excluded Assets or SuperMom’s Retained Obligations are inadvertently transferred to NT Bakery or one of its Affiliates, (a) SuperMom’s and NT Bakery and its Affiliates shall execute and deliver, and record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as SuperMom’s or NT Bakery may reasonably request, as may be necessary or advisable to effect or evidence the transfer of the Excluded Assets to SuperMom’s, as and to the extent contemplated hereby, and (b) NT Bakery and SuperMom’s will execute and deliver, and record (when appropriate), any and all instruments or other documents of assumption and acceptance, and take such other action as SuperMom’s or NT Bakery may reasonably request, as may be necessary or advisable to effect the assumption of SuperMom’s Retained Obligations by SuperMom’s, as and to the extent contemplated hereby.
Instruments of Conveyance and Assumption. Subject to Section 2.6(a), from time to time, Marathon and its Affiliates shall execute and deliver, and record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as the Company may reasonably request, as may be necessary or advisable to effect or evidence the transfers of the Marathon Transferred Assets, as and to the extent contemplated hereby. From time to time, the Company will execute and deliver, and record (when appropriate), any and all instruments or other documents of assumption and acceptance, and take such other action as Marathon may reasonably request, as may be necessary or advisable to effect the assumption of the Marathon Assumed Liabilities, as and to the extent contemplated hereby. In the event that any Marathon Excluded Assets or Marathon Excluded Liabilities are inadvertently transferred to the Company or one of its subsidiaries, (i) Marathon and its Affiliates and the Company and its Affiliates shall execute and deliver, and record (when appropriate), any and all instruments or other documents of transfer, conveyance and assignment, and take such other action as Marathon, Ashland or the Company may reasonably request, as may be necessary or advisable to effect or evidence the transfer of the Marathon Excluded Assets to Marathon or its Affiliates, as and to the extent contemplated hereby, and (ii) the Company and Marathon will execute and deliver, and record (when appropriate), any and all instruments or other documents of assumption and acceptance, and take such other action as Marathon, Ashland or the Company may reasonably request, as may be necessary or advisable to effect the assumption of the
Instruments of Conveyance and Assumption. (a) At the Closing, ETSI shall deliver to Lydall such bills of sale, endorsements and assignments substantially in the form of Exhibit B-1 attached hereto, and such other instruments of sale, conveyance, transfer and assignment as may be reasonably requested by Lydall, in order to convey to Lydall good title to the Assets, free and clear of all claims, charges, equities, liens (including tax liens other than liens for taxes and assessments not yet due and payable), security interests and encumbrances and, except for minor imperfections of title and liens, security interests, and encumbrances which, individually and in the aggregate, do not materially detract from the value of or impair the use of the Assets as currently utilized. ETSI shall pay the costs for preparing the instruments of conveyance. Lydall shall pay the costs for recording same. Any sales, use, excise, transfer or other similar taxes, if any, imposed with respect to the transfer of the Assets shall be the sole responsibility of ETSI; and
Instruments of Conveyance and Assumption. In addition to the Transfer Agreement, Electro and CML Fiberoptics (and, if necessary, CML) shall execute and deliver, and record (when appropriate or upon the request of either the Company or Schoxx), xny and all instruments or other documents of transfer, conveyance and assignment as may be reasonably necessary or advisable to effect or evidence the Formation Transfers, as and to the extent contemplated hereby and by the Transfer Agreement, including, without limitation, any Closing Documents. In addition to the Transfer Agreement, the Company shall execute and deliver, and record (when appropriate or upon the request of either the Company or Schoxx), xny and all instruments or other documents of assumption and acceptance as may be reasonably necessary or advisable to effect the Formation Assumptions, as and to the extent contemplated hereby and by the Transfer Agreement, including, without limitation, any Closing Documents.
Instruments of Conveyance and Assumption. In order to effectuate ---------------------------------------- the sale, assignment, transfer and conveyance of the Purchased Assets contemplated by Section 1.2 hereof, the US Subsidiary shall execute and deliver at the Closing, dated the Closing Date, all such bills of sale and other documents or instruments of assignment, transfer or conveyance customary in transactions of this nature as the Buyer shall reasonably deem necessary or appropriate to vest in or confirm to HLS full and complete title to all of the Purchased Assets (subject to only Permitted Liens, including, without limitation, a Xxxx of Sale and Assignment in the form attached hereto as Exhibit A (the "Xxxx of Sale"). In order to effectuate the assumption of the ------------ Assumed Liabilities contemplated by Section 1.4 hereof, HLS will execute and deliver at the Closing, dated the Closing Date, such instruments of assumption customary in transactions of this nature as the Seller shall reasonably deem necessary or appropriate including, without limitation, an Assumption of Liabilities in the form attached hereto as Exhibit B (the "Assumption of ------------- Liabilities"). -----------
Instruments of Conveyance and Assumption. At the Closing, (a) ---------------------------------------- Seller shall convey the Assets to Buyer by delivering to Buyer deeds, assignments and bills of sale in form and substance reasonably acceptable to Buyer pursuant to which Seller shall sell, assign, transfer and deliver to Buyer, as provided in Section 1.1 hereof, all its right, title and interest in and to the Assets, free and clear of all liens, pledges, minority interests and other encumbrances, except for (i) liens for taxes, assessments, governmental charges and other taxes or levies not yet due and payable, (ii) zoning ordinances, matters of record, permits and other restrictions or limitations which do not materially interfere with the present use of any such property by Seller and (iii) the matters disclosed on Schedule 6 hereto (collectively, the ---------- "Permitted Liens") and such other instruments or documents as may be reasonably necessary to effectuate the transfer contemplated herein and (b) Seller shall assign and Buyer shall assume the Assumed Liabilities by delivering to Seller an assignment and assumption agreement in form and substance reasonably acceptable to Seller.
Instruments of Conveyance and Assumption. (a) At the Closing, Affinity shall deliver to Lydall such bills of sale, endorsements and assignments in the form of Exhibit D-1 attached hereto, and such other instruments of sale, conveyance, transfer and assignment as may be reasonably requested by Lydall, in order to convey to Lydall good title to the Assets, free and clear of all claims, charges, equities, liens (including tax liens other than liens for taxes and assessments not yet due and payable), security interests and encumbrances except as described in Section 8.02 and except for minor imperfections of title and liens, security interests, and encumbrances which, individually and in the aggregate, do not materially detract from the value of or impair the use of the Assets as currently utilized. Affinity shall pay the costs for recording same. Any sales, use, excise, transfer or other similar taxes, if any, imposed with respect to the transfer of the Assets shall be the sole responsibility of Affinity; and
Instruments of Conveyance and Assumption. (a) At the Closing, CharterMed shall deliver to CML such bills of sale, endorsements and assignments in the form of Exhibits B-1 attached hereto, and such other instruments of sale, conveyance, transfer and assignment as may be reasonably requested by CML, in order to convey to CML good title to the Assets, free and clear of all claims, charges, equities, liens (including tax liens other than liens for taxes and assessments not yet due and payable), security interests and encumbrances except as described in Section 7.03 and except for minor imperfections of title and liens, security interests, and encumbrances which, individually and in the aggregate, do not materially detract from the value of or impair the use of the Assets as currently utilized. CML shall pay the costs for recording the instruments of conveyance. Any sales, use, excise, transfer or other similar taxes, imposed with respect to the transfer of the Assets shall be the sole responsibility of CharterMed; and
Instruments of Conveyance and Assumption. In order to effectuate the sale, assignment, transfer and conveyance of the Purchased Shares, Seller shall, or shall cause its Affiliates to, execute and deliver to Purchasers, immediately prior to the Time of Closing, certificates evidencing the Purchased Shares, duly endorsed in blank for transfer.
