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, 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. (a) Simultaneously with the execution herewith, the Sellers are 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 (the "Bill xx Sale and Assumption Agreement"). Simultaneously with the execution herewith, the Sellers shall relinquish to the Buyer possession and operating control of the Purchased Assets and shall take all other steps that may be required to pass title to the Purchased Assets to the Buyer.
(b) Simultaneously with the execution herewith, the Buyer is executing and delivering (or causing to be executed and delivered) to the Sellers, such instruments of assumption as are necessary to assume, in accordance with the terms hereof, the Assumed Obligations, including, without limitation, the Bill xx Sale and Assumption Agreement.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall execute and deliver to Buyer a commercially reasonable xxxx of sale and such other assignments, deeds and endorsements as shall be appropriate, desirable or necessary to assign, convey, sell and transfer good and marketable title to the Purchased Assets to Buyer, free and clear of all liens and encumbrances.
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 identified in 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. 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. 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. Subject to the receipt of any third party consents listed on Schedule 2.03 not yet received on the Closing Date, Seller is delivering to Purchaser herewith such assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser, as is necessary to complete the Transfer and be effective to vest in Purchaser all of Seller's rights and interest in the Assets free of all liens or encumbrances or other claims of third parties other than those disclosed in Schedule 1.06, and simultaneously with such delivery, is taking such steps as may be necessary to put Purchaser in operating control of the Seller Portfolio. Purchaser is delivering to Seller such acknowledgments or assumption agreements herewith as may be required to assume the obligation to perform service under the Bank Agreements subsequent to the Effective Date with respect to post-Effective Date transactions. The consummation of the Closing shall be deemed to constitute Seller's acknowledgment of satisfaction as to such acknowledgments and assumptions. The documents delivered pursuant to this section shall be dated as of the Closing Date. Seller shall use its best efforts and take all commercially reasonable steps necessary to secure the third-party consents and/or assumption agreements which remain outstanding as of the Closing.
Instruments of Conveyance and Transfer, Etc. At the Closing:
Instruments of Conveyance and Transfer, Etc. At the Closing:
(a) NetOptix shall assign and transfer to the Purchaser good title in and to the Share, free and clear of all adverse claims and all other Encumbrances, by delivering the Share Transfer Agreement, duly executed by NetOptix, and by performing such acts and delivering to the Purchaser such items as may be required by the Share Transfer Agreement; and
(b) each of the U.S. Sellers and Galenica shall execute and deliver to the Purchaser bill xx sale, assignment and assumption agreements in substantially the form of EXHIBIT A and EXHIBIT B hereto, respectively (collectively, the "Bills 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 except Permitted Encumbrances. Each Asset Seller 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 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 Encumbrances (other than Permitted Encumbrances), including, without limitation, the delivery of a xxxx of sale, assignment and assumption agreement (the "Xxxx of Sale"), substantially in the form of EXHIBIT A hereto. Simultaneously therewith, the Seller shall take all steps as may be required to put the Buyer in possession and operating control of the Purchased Assets.
