Common use of Instruments of Conveyance and Transfer Clause in Contracts

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc), Asset Purchase Agreement (Integrated Electrical Services Inc)

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Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company Buyer and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor Buyer shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, the Company and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or and the Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor shall, and the Buyer shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible and intangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company Buyer and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor Buyer shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx Xxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company Buyer and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement, including certificates of title of owned vehicles and titled equipment. (c) At the Closing, the Guarantor Buyer shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

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Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company Buyer and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor Buyer shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. (c) At the Closing, the Guarantor shall, and Buyer shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx Xxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances. (b) At the Closing, the Buyer, Company and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement, including without limitation one or more special warranty deeds conveying the Real Property. (c) At the Closing, the Guarantor shall, and to the extent of his authority shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)

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