Instruments of Conveyance and Assumption. (a) In order to effectuate the sale, assignment, transfer and conveyance of the Assets, Seller has, or has caused its Affiliates to, execute and deliver to Purchaser at the Time of Closing:
(i) one or more deeds or other instruments of conveyance conveying the right, title and interest of Seller in and to the Real Property;
(ii) transfers and assignments to Purchaser of the transferable Permits and the Forest Licenses, and in the case of the Forest Licenses and Permits (including Crown leases, land use permits or licenses of occupation) which may be incapable of transfer or assignment, Seller shall surrender the same to the Crown (in order to permit Purchaser’s application for similar entitlements) and provide proof of said surrender to Purchaser;
(iii) one or more bills of sale; and
(iv) such other instruments of conveyance and other documents as Purchaser has reasonably deemed necessary or appropriate to vest in, or confirm to, Purchaser title to all of the Assets as contemplated by this Agreement (collectively with clauses (i) - (iii) above, the “Deeds and Assignments”).
(b) In order to effectuate the assumption of the Assumed Liabilities, Purchaser has executed and delivered to Seller at the Time of Closing:
(i) one or more instruments of assumption; and
(ii) such other documents as Seller has reasonably deemed necessary or appropriate to confirm Purchaser’s assumption of the Assumed Liabilities (collectively, with clause (i) above, the “Instruments of Assumption”).
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
(b) At the Closing, Lydall shall execute and deliver to ETSI an Assumption Agreement substantially in the form attached as Exhibit B-2 and such other instruments or agreements of assumption as may be reasonably requested by ETSI, in order to evidence the assumption by Lydall of the liabilities in accordance with Article 3. Lydall shall pay the costs for preparing the instruments or agreements of assumption.
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. 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) 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.
(b) SuperMom’s acknowledges that, if NTI and its Affiliates enter into the Sale and Leaseback Transaction, NTI (on behalf of NT Bakery) may designate that certain SuperMom’s Personal Property be conveyed to the Third Person counterparty to the Sale and Leaseback Transaction as contemplated in Section 7.12 of the Formation Agreement, and that SuperMom’s and its Affiliates shall execute and deliver, and record (when appropriate), any and all documents of transfer, conveyance and assignment, and take such other action as NTI (on behalf of NT Bakery) may reasonably request, as may be necessary or advisable to effect or evidence the transfer of such SuperMom’s Personal Property to such Third Person counterparty. The foregoing notwithstanding, SuperMom’s...
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.
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 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. (a) At the Closing (i) Sellers shall execute and deliver to Purchaser the General Assignment and Bill xx Sale attached as Exhibit C (the "Bill xx Sale"), pursuant to which Sellers will transfer the Assets to Purchaser and (ii) Purchaser shall execute and deliver to Sellers the Assumption Agreement attached as Exhibit D (the "Instrument of Assumption"), pursuant to which Purchaser will assume all of the Assumed Liabilities.
(b) Following the Closing (i) Seller shall execute such other documents and instruments as Purchaser may reasonably request to vest in Purchaser good and valid title, free and clear of all Liens, other than Permitted Liens, to the Assets, including the Deferred Assets, and all interests owned, licensed or otherwise held by Sellers directly or indirectly in such Assets or the Marks and (ii) Purchaser shall execute such other documents and instruments as Sellers may reasonably request to effectively assume all Liabilities relating to or arising from the Deferred Assets transferred to Purchaser pursuant to Section 1.4.
