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.
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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 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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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.
Sample 1

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.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • EFFECT OF CONVEYANCE The term “

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Possession and Transfer of Collateral Unless an Event of Default exists hereunder, the Borrower shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Bank pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrower may sell Inventory in the ordinary course of business and may sell property, plant and Equipment in the ordinary course of business.

  • Compliance with Other Instruments, etc The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

  • Due on Sale and Encumbrance; Transfers of Interests Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a limited liability company, the change, removal, resignation or addition of a member or the transfer of the interest of any member; and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower.

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