Instruments of Conveyance and Transfer of Books and Records Sample Clauses

Instruments of Conveyance and Transfer of Books and Records. (a) At the Closing, the Seller shall deliver to the Purchaser such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to the Purchaser and its counsel, as may be reasonably requested by the Purchaser, in order to convey to the Purchaser good and marketable title to the Assets, free and clear of all Liens except Permitted Encumbrances. The Purchaser shall pay all sales, transfer or stamp taxes, or similar charges, payable by reason of the sale hereunder. (b) At the Closing, the Seller shall use its reasonable best efforts to deliver to the Purchaser all written consents which are required under any Assumed Contract being assigned to the Purchaser hereunder; PROVIDED, HOWEVER, that as to any Assumed Contract the assignment of which by its terms requires prior consent of the parties thereto, if such consent is not obtained prior to or on the Closing Date and the Purchaser agrees in writing to waive the provisions of Section 6.8 with respect to such consent, the Seller shall deliver to the Purchaser written documentation setting forth arrangements for the transfer of the economic benefit of such Assumed Contracts to the Purchaser as of the Closing Date under terms and conditions acceptable to all the parties hereto, in accordance with the terms of Section 7.6 hereof.
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Instruments of Conveyance and Transfer of Books and Records. At the Closing, the Company shall deliver to Xxxxxxxxx Subsidiary, such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to Xxxxxxxxx Subsidiary and its counsel, as may be reasonably requested by Xxxxxxxxx Subsidiary, in order to convey to Xxxxxxxxx Subsidiary good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. Xxxxxxxxx Subsidiary shall pay all sales, use, transfer or stamp taxes, or similar charges, payable by reason of the sale hereunder.
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Instruments of Conveyance and Transfer of Books and Records. At the Closing, the Company shall deliver to Kellxxxxx Xxxsidiary, such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to Kellxxxxx Xxxsidiary and its counsel, as may be reasonably requested by Kellxxxxx Xxxsidiary, in order to convey to Kellxxxxx Xxxsidiary good and marketable title to the Assets, free and clear of all Liens except for Permitted Liens. The Company shall pay all sales, use, transfer or stamp taxes, or similar charges, payable by reason of the sale hereunder.
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Instruments of Conveyance and Transfer of Books and Records. (a) At the Closing, the Company shall deliver to the Purchaser or, at Purchaser's direction, to Xxxxxxxxx Subsidiary such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to the Purchaser and its counsel, as may be reasonably requested by the Purchaser, in order to convey to Xxxxxxxxx Subsidiary good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. The Company shall pay all sales, transfer or stamp taxes, or similar charges, payable by reason of the sale hereunder. (b) At the Closing, the Company shall deliver to Xxxxxxxxx Subsidiary all written consents which are required under any Assigned Contract.
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Instruments of Conveyance and Transfer of Books and Records. At the Closing as provided in Section 11 hereof, and after the Closing, if necessary, the Company shall deliver to the Purchaser such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, reasonably satisfactory in form and substance to the Purchaser and its counsel, as may be reasonably required by the Purchaser, in order to convey to the Purchaser good and marketable title to the Selected Company's Assets and the Selected Shareholders' Assets, free and clear of all Liens. The Company and the Shareholders, jointly and severally, shall pay all sales, capital, franchise, income, use, transfer, or other taxes, payable by a seller by reason of the sale hereunder. The Company and the Shareholders shall also provide the Purchaser with irrevocable Powers of Attorney enabling the Purchaser to cede, assign, transfer, convey or register to or in favor of the Purchaser, all the Selected Company's Assets and the Selected Shareholders' Assets.
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Instruments of Conveyance and Transfer of Books and Records. At the Closing, the Seller shall deliver to the Purchaser such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, reasonably satisfactory in form and substance to the Purchaser and its counsel as may be reasonably requested by the Purchaser in order to convey to the Purchaser good title to the Assets, which the Seller is hereby conveying free and clear of all claims, charges, liens (including tax liens other than liens for city, county and state ad valorem taxes and assessments not yet due and payable), security interests and encumbrances. The Seller shall also deliver at the Closing copies of all records to be transferred to the Purchaser.
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Instruments of Conveyance and Transfer of Books and Records. (a) At the Closing, AHD shall deliver to the Purchaser such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to the Purchaser and its counsel, as may be reasonably requested by the Purchaser, in order to convey to the Purchaser good and marketable title to the Assets, free and clear of all Liens except Permitted Encumbrances. AHD shall pay all sales, transfer or stamp taxes, or similar charges, payable by reason of the sale hereunder. (b) At the Closing, AHD shall use its reasonable best efforts to deliver to the Purchaser all written consents which are required under any Assumed Contract being assigned to the Purchaser hereunder; provided, however, that as to any Assumed Contract the assignment of which by its terms requires prior consent of the parties thereto, if such consent is not obtained prior to or on the Closing Date, AHD shall deliver to the Purchaser written documentation setting forth arrangements for the transfer of the economic benefit of such Assumed Contracts to the Purchaser as of the Closing Date under terms and conditions acceptable to all the parties hereto, in accordance with the terms of Section 7.5 hereof. (c) At the Closing, AHD shall deliver special warranty deeds to the Real Property owned by AHD in form reasonably acceptable to the Purchaser and its counsel with good and marketable title, free and clear of all Liens other than Permitted Encumbrances and except as described in or permitted by Section 3.6 hereof. Within thirty (30) days hereof, AHD shall deliver a binding commitment for the issuance of a standard Texas fee owners title insurance policy insuring title to each parcel of Real Property owned by AHD in the Purchaser as prospective fee owner, in an amount determined in accordance with the Appraisal delivered in accordance with Section 7.9 hereof from a title insurance company mutually acceptable to AHD and Purchaser. AHD shall also deliver within thirty (30) days hereof surveys of the Real Property made by a registered land surveyor bearing a certificate addressed to the Purchaser and the title insurance company, signed by the surveyor, certifying that the survey was actually made on the ground and that there are no encumbrances except as shown, and complying with the minimum detail requirements of a Category 1A, Condition II survey, as prescribed by the Manual of Practice for Land Surveying in Texas published by the Tex...
Sample 1
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Instruments of Conveyance and Transfer of Books and Records. At the Closing, the Seller shall deliver to the Purchaser, such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, reasonably satisfactory in form and substance to the Purchaser and its counsel, as may be reasonably requested by the Purchaser, in order to convey to AVTEAM Sub good and merchantable title to the Assets, free and clear of all Liens, other than Liens relating to the Assumed Liabilities set forth on Schedule 2.4 hereto. AVTEAM, through AVTEAM Sub, shall pay all sales, use, transfer or stamp taxes, or similar charges, if any, payable by reason of the sale hereunder.
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Related to Instruments of Conveyance and Transfer of Books and Records

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Instruments of Conveyance In order to effectuate the transfer of the Contributor Properties contemplated by Section 1.1 and for the administrative convenience of the parties, the Conveyances (as defined in the DSD Agreement) shall be deemed to have conveyed the Contributor Properties from DSD to the Contributor and, immediately thereafter, to have conveyed the Contributor Properties from the Contributor to the Partnership.

  • Books and Records; Transfers of Mortgage Loans From and after the sale of the Mortgage Loans to the Purchaser all rights arising out of the Mortgage Loans including but not limited to all funds received on or in connection with the Mortgage Loans, shall be received and held by the Company in trust for the benefit of the Purchaser as owner of the Mortgage Loans, and the Company shall retain record title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. The sale of each Mortgage Loan shall be reflected on the Company’s balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fxxxxx Mxx and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable means of recreating original documents, including but not limited to, optical imagery techniques. The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations. The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or the Mortgage Loans unless the books and records show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless (a) such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the transferee shall have been delivered to the Company, or (b) the transferee is an affiliate of the Purchaser, a depositor, a trustee or any other appropriate party in a Pass-through Transfer and (ii) in no event shall there be more than five Persons at any given time having the status of “Purchaser” hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

  • Disposition of Books, Records and Canceled Certificates DST may send periodically to the Fund, or to where designated by the Fund, all books, documents, and all records no longer deemed needed for current purposes, upon the understanding that such books, documents, and records will be maintained by the Fund under and in accordance with the requirements of applicable federal securities laws. Such materials will not be destroyed by the Fund without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Retention of Books and Records The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

  • Quality control records and Documents The Contractor shall hand over a copy of all its quality control records and documents to the Authority’s Engineer before the Completion Certificate is issued pursuant to Clause 12.2. The Contractor shall submit Road Signage Plans to the Authority Engineer for approval at least 6 (six) months prior to expected completion of Project Highway.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

  • Audit and Inspection of Plants, Places of Business and Records (a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract. (b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records. The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State and its agents. (c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and inspection date. If the State suspects fraud or other abuse, or in the event of an emergency, the State is not obligated to provide any prior notice. (d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination of the State, is sufficient to constitute a breach by the Contractor under this Contract. The Contractor will remit full payment to the State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor in accordance with this Contract's Setoff provision. (e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same may be modified for any reason. The State may request an audit or inspection at any time during this period. If any Claim or audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved. (f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference. (g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party.

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