Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the delivery of a Xxxx of Sale (the "Xxxx of Sale") substantially in the form of Exhibit A attached hereto and the delivery of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form of Exhibit B attached hereto. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing:
Instruments of Conveyance and Transfer, Etc. At the Closing, the Clinic shall deliver (or cause to be delivered) to the Purchaser such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Purchaser, in accordance with the terms hereof, title to the Assets, free and clear of all Encumbrances, including, without limitation, the delivery of Bills of Sale (the “Bills of Sale”) substantially in the form of Exhibit B and Exhibit C. Simultaneously therewith, the Clinic shall take all steps as may be reasonably required to put the respective assignees of the Purchaser in possession and operating control of the Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver to the Buyer bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be effective to vest in the Buyer the assets, properties, rights and business being transferred, conveyed and assigned hereunder. Simultaneously therewith, the Seller shall take all steps as may be requisite or reasonably requested to put the Buyer in possession and operating control of all such assets, properties, rights and business of the Seller.
Instruments of Conveyance and Transfer, Etc. (a) Simultaneously with the execution herewith, the Seller is executing and delivering (or causing to be executed and delivered) to the Buyer, such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment (collectively, the "Conveyance Instruments") as are necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), including, without limitation, a bill xx sale, assignment and assumption agreement in a form previously agreed upon by the Buyer and the Seller (the "Bill xx Sale and Assumption Agreement"). Simultaneously with the execution herewith, the Seller shall relinquish to the Buyer possession and operating control of the Purchased Assets and shall take all other steps that may be required or desirable to pass title to the Purchased Assets to the Buyer.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the items required to be delivered by Seller pursuant to Section 5.2 hereof. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. On the date each Asset is contributed or transferred hereunder, GCC shall deliver to Spin-Off Sub such deeds, bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment as shall be reasonably necessary to transfer each Asset to Spin-Off Sub; provided, however, that all such instruments shall be without recourse and without representation or warranty (all such representations and warranties being made exclusively in this Agreement). To the extent not completed by the Contribution Date, as promptly as possible and no later than the Spin-Off Date, GCC shall take all such steps as may be reasonably required to put Spin-Off Sub in possession and operating control of the Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Sellers shall deliver to the Purchaser a xxxx of sale in substantially the form of EXHIBIT A hereto (the "Xxxx of Sale"), and such other deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be necessary or desirable to transfer, convey and assign good and marketable title to the Purchased Assets to the Purchaser free and clear of any and all Encumbrances. The Sellers shall take all reasonable legal steps that may be necessary to put the Purchaser in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Company shall execute and deliver to the Purchaser a bill of sale, assignment and assumption agreement in substantially thx xxrm of Exhibit E hereto (the "Bill of Sale"), assignments of patents and trademarks and such other xxxxs, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be necessary or desirable to transfer, convey and assign good and marketable title to the Purchased Assets to the Purchaser free and clear of any and all Encumbrances. The Company shall take all reasonable legal steps that may be necessary to put the Purchaser in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall execute and deliver (or cause to be executed and delivered) to Buyer, such deeds, bills of sale, endorsements, conveyances, powers of attorney, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as are necessary to sell, transfer, convey and assign to Buyer, in accordance with the terms hereof, the Business and the Assets. At the Closing, the Seller shall relinquish to Buyer possession and operating control of the Business and the Assets and shall take all other steps that may be required or desirable to pass title to the Assets to Buyer.
