Common use of Instruments of Conveyance and Transfer Clause in Contracts

Instruments of Conveyance and Transfer. On the Closing Date, the Company shall deliver or cause to be delivered to Buyer the following: (a) A duly executed and acknowledged special warranty deed in the form attached hereto as EXHIBIT A and an owner's policy of title insurance issued by Border Abstract & Title Co., Inc. (the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy; (b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances; (c) An assignment or sublease to Buyer of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof; (d) All appropriate documents for the assignment as of the Closing Date of the Company's rights under the licenses, permits and franchises referred to in Section 1.1(i) hereof and of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (g) Such other instruments of transfer and assignment in respect of the Assets as Buyer shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. Prior to the Closing Date, the Company will take such reasonable steps as may be requisite or appropriate so that no later than the close of business on the Closing Date, Buyer will be placed in actual possession and control of all of the Assets.

Instruments of Conveyance and Transfer. On At the Closing DateClosing, the Company Parties shall execute and deliver all necessary Transaction Documents to consummate the transactions contemplated hereunder. At Closing, Seller shall deliver or cause to be delivered to Buyer the following: (a) A an original "Xxxx of Sale and Assignment Agreement" duly executed and acknowledged special warranty deed by Seller transferring to Buyer the Acquired Assets to be acquired by it under the terms of this Agreement in substantially the form attached hereto as EXHIBIT of Exhibit A and an owner's policy of title insurance issued by Border Abstract & Title Co., Inc. (the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policyannexed hereto; (b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances[reserved]; (c) An assignment or sublease to Buyer originals "Assignment of the Company's right, title and interest in Leases" duly executed by Seller assigning each of the Contracts referred Leases to Buyer in Section 1.1(h) hereofsubstantially the form of Exhibits B-1 and B-2 annexed hereto; (d) All appropriate documents for to the assignment extent in the possession of Seller originals of the Assigned Contracts and Permits; otherwise true and complete copies of such Assigned Contracts and Permits; (e) with respect to each Lien upon any of the Acquired Assets, evidence reasonably satisfactory to Buyer of the repayment of the indebtedness secured thereby and/or the release as of the Closing Date of the Company's rights under the licensessuch Lien; provided, permits and franchises referred that this provision does not apply to in Section 1.1(i) hereof and of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereofany Permitted Lien; (f) Originals an original assignment form for recordation at the United States Patent and Trademark Office for the assignment of all patents and patent applications, in the form of Exhibit D hereto; an original assignment form for recordation at the United States Patent and Trademark Office for the assignment of trademarks, in the form of Exhibit E hereto; and written documents in form for recordation at the United States Patent and Trademark Office or any other Governmental Authority extinguishing or satisfying any recorded liens of Credit Suisse First Boston against the Intellectual Property; (g) a certificate of the Contractssecretary of Seller certifying resolutions of its board of directors approving and authorizing the execution, commitmentsdelivery and performance of this Agreement and its related Transaction Documents and the consummation by Seller of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller); (h) the long-form certificate of incorporation or similar instruments of Seller certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of Seller, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that certified by the secretary of Seller; (i) are included a Certificate of Good Standing for Seller from the States of Ohio, Massachusetts and Idaho; (j) Estoppel certificates from each landlord under the Leases in the Assets or (ii) relate form and substance satisfactory to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the BusinessBuyer; and (gk) Such other instruments an original Covenant and Agreement Not-to-Compete duly executed by Seller in substantially the form of transfer and assignment in respect of the Assets as Exhibit F annexed hereto. Buyer shall execute and deliver an original "Assumption Agreement" in substantially the form of Exhibit C annexed hereto, the Xxxx of Sale and Assignment and the Assignments of Leases, as well as such instruments and other documents as may be reasonably require and as shall be consistent with necessary or appropriate to carry out the terms and provisions of transactions contemplated by this Agreement. Prior Buyer and Seller each agree to assist the other Party as reasonably required after the Closing Dateto register and record with appropriate Governmental Entities the conveyance and transfer documents. At Closing, the Company will take such reasonable steps as may be requisite or appropriate so that no later than the close of business on the Closing Date, Seller also shall deliver to Buyer will be placed in actual and exclusive possession and control of all the Acquired Assets and Facilities subject to the terms hereof, including keys, security codes, computer passwords and other items required to operate the properties and assets used in the operation of the AssetsBusiness.

Instruments of Conveyance and Transfer. On the Closing Date, the Company shall deliver or cause (a) Concurrently herewith Seller is delivering to Buyer's attorney to be delivered held in escrow pending notice from Buyer that it has elected to Buyer close the transactions contemplated hereby, all of the following: (ai) A duly executed Such bills of sale, assignments, motor vehicle certificates of title, and acknowledged special warranty deed other good and sufficient instruments of conveyance and transfer in form sufficient to sell, assign and transfer the Assets (other than the JV Interests) to Buyer as of the Closing Date, such documents to contain full warranties of title, and which documents shall be effective to vest in Buyer good, absolute, and marketable title to the Assets of the Business being transferred to Buyer by Seller, free and clear of all Liens (other than Permitted Liens). Buyer or its attorneys are hereby authorized to fill in the dates on each of the aforementioned documents as of the Closing Date. Simultaneously with such delivery out of escrow, Seller will take all steps as may be requisite to put Buyer in actual possession, operation and control of the Assets to be transferred hereunder. (b) Simultaneously herewith, Seller and Shareholders are delivering to Buyer all of the following: (i) Such bills of sale, assignments, motor vehicle certificates of title, and other good and sufficient instruments of conveyance and transfer in form sufficient to sell, assign and transfer the JV Interests to Buyer as of the date hereof, such documents to contain full warranties of title, and which documents shall be effective to vest in Buyer good, absolute, and marketable title to the JV Interests being transferred to Buyer by Seller, free and clear of all Liens. (ii) An opinion, dated as of the date hereof, of Seller's counsel, in substantially the form attached hereto as EXHIBIT Exhibit 11(b)(ii); (iii) A certificate of its Secretary or other officer certifying as of the date hereof a copy of resolutions of its board of directors and, if applicable, its stockholders, authorizing the execution, delivery and an ownerfull performance of this Agreement and the Transaction Documents (as defined in paragraph 14(a) below), and the incumbency of its officers; (iv) Peter Cummiskey's policy xxx Xxxxx Xxxxxx's Empxxxxxxx Xxxxxxxnts, substantially in the form of title insurance issued by Border Abstract & Title Co., Inc. Exhibit 11(b)(iv) (the "Title CompanyEMPLOYMENT AGREEMENTS") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy; (b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances; (c) An assignment or sublease to Buyer of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof; (d) All appropriate documents for the assignment as of the Closing Date of the Company's rights under the licenses, permits and franchises referred to in Section 1.1(i) hereof and of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (gv) Such All consents from the JVs (as defined in paragraph 14(a)) (other instruments of transfer and assignment in respect of the Assets as Buyer shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. Prior than Mohawk Valley Home Care, L.L.C.) related to the Closing Date, the Company will take such reasonable steps as may be requisite or appropriate so that no later than the close of business on the Closing Date, Buyer will be placed in actual possession and control of all of the Assetstransactions contemplated herein.

Instruments of Conveyance and Transfer. On the Closing Date, the Company shall deliver or cause to be delivered to Buyer the following: (a) A duly executed Simultaneously with the execution of this Agreement, (i) MSV Investors shall execute and acknowledged special warranty deed deliver to [Seller] Amendment No. 2 to the TerreStar Networks Inc. Stockholders’ Agreement and the Amended and Restated TerreStar Networks Inc. Stockholders’ Agreement, each to be effective in accordance with its terms; and (ii) [Seller] shall execute and deliver to SkyTerra the Joinder Agreement to the TerreStar Networks Inc. Stockholders’ Agreement and Amendment No. 2 to the TerreStar Networks Inc. Stockholders’ Agreement and the Amended and Restated TerreStar Networks Inc. Stockholders’ Agreement (the “Joinder Agreement”), the form of which is attached hereto as EXHIBIT A and an owner's policy of title insurance issued by Border Abstract & Title Co., Inc. (the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy;Exhibit C. (b) A general conveyance At the Closing, [Seller] shall deliver to Buyer an instrument of assignment, substantially in the form attached of Exhibit A hereto (the “Instrument of Assignment”) evidencing the transfer of the [Seller] Interest, dated the date of the Closing, or in such other form satisfactory to SkyTerra as EXHIBIT B transferring shall be effective to vest in Buyer good and marketable valid title to the [Seller] Interest, free and clear of all Liens (as defined herein), except for Liens created by Buyer. [Seller] shall at any time, and from time to time, after the Closing, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the request of Buyer or SkyTerra, to confirm the sale of the tangible personal property included in the Assets, subject only to Permitted Encumbrances;[Seller] Interest hereunder. (c) An assignment or sublease At the Closing, [Seller] shall deliver to Buyer an affidavit certifying as to [Seller]’s non-foreign status in accordance with the requirements of Section 1.1445-2(b) of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof;Internal Revenue Service Treasury Regulations. (d) All appropriate documents for [Seller] hereby agrees that between the assignment as of Effective Date and the Closing Date of the Company's rights under the licensesClosing, permits and franchises referred to in Section 1.1(i) hereof and of all registrationsit shall not, permitsdirectly or indirectly, licensessell, equipment or motor vehicle leasing agreementstransfer, motor vehicle and rolling stock titlesdistribute, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patentspledge, trademarksdispose of, trade names and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate grant an option with respect to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (g) Such other instruments of transfer and assignment create or permit to exist any Lien on or in respect of the Assets as Buyer shall reasonably require and as shall be consistent with the terms and provisions [Seller] Interest. As used herein, “Lien” means any claim, mortgage, pledge, hypothecation, assignment, deposit arrangement, option, call contract, commitment, demand, lien, tax, charge, security interest, encumbrance or preference, priority or other security agreement of this Agreement. Prior to the Closing Dateany kind or nature whatsoever, including, without limitation, the Company will take such reasonable steps as may be requisite filing of any financing statement or appropriate so that no later than similar instrument under the close Uniform Commercial Code or comparable law of business on the Closing Dateany jurisdiction, Buyer will be placed in actual possession and control of all of the Assetsdomestic or foreign.

Instruments of Conveyance and Transfer. On the Closing Date, the Company shall deliver or cause to be delivered to Buyer the following: (a) A duly Duly executed and acknowledged special warranty deed deeds in the form attached hereto as EXHIBIT A and an owner's policy policies of title insurance issued by Border Abstract & Title Co., Inc. or Guaranty Title Co. Inc. (as selected by the Company) (the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy policies of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts discrepancies or shortagesconflicts, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed deeds to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy; (b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances; (c) An assignment or sublease to Buyer of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof, in the form attached hereto as EXHIBIT C (provided, however, that the failure to secure any necessary third party consents shall not constitute a breach under this Section 1.3(c)); (d) All appropriate documents for the assignment as of the Closing Date of the Company's rights under the licenses, permits and franchises referred to in Section 1.1(i) hereof and of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (gf) Such other instruments of transfer and assignment in respect of the Assets as Buyer shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. Prior to the Closing Date, the Company will use reasonable efforts to take such reasonable steps actions as may be requisite or appropriate so that no later than the close of business on the Closing Date, Buyer will be placed in actual possession and control of all of the Assets.

Instruments of Conveyance and Transfer. On (a) At the Closing DateClosing, the Company shall as contemplated hereby, Seller will execute, acknowledge and deliver or cause to be delivered to Buyer the followingBuyer: (ai) A duly executed bills of sale substantially in the forms attached hereto as Exhibit B transferring the Equipment, Inventory and acknowledged special warranty deed certain of the other Assets; (ii) a duly executed assignment in the form attached hereto as EXHIBIT A Exhibit C transferring the Acquired Contracts and an owner's policy of title insurance issued by Border Abstract & Title Co.Accounts Receivable, Inc. (the "Title Company") together with such Uniform Commercial Code financing statements as may be required in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent connection with the allocation provided for in Section 2.3 hereto and shall be issued subject only to transfer of the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), Accounts Receivable; (iii) there shall be no exception for rights duly executed instruments of parties assignment, transfer or license in possessionthe forms attached hereto as Exhibit D, transferring the Intellectual Property; (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due all Sales Literature and payable" true and complete copies of all Records; and (v) such other changes documents, instruments, certificates and writings, in form and substance satisfactory to Buyer's counsel, for the conveyance, sale, transfer and assignment of the Assets as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed required to the Title Company effectively vest in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy; (b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances; (c) An assignment or sublease to Buyer of the Company's right, title Assets free and interest in each of the Contracts referred to in Section 1.1(h) hereof; (d) All appropriate documents for the assignment as of the Closing Date of the Company's rights under the licenses, permits and franchises referred to in Section 1.1(i) hereof and clear of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle Liens except Permitted Liens and rolling stock titles, rights under sales and/or purchase orders Seller shall take all such steps as may be required to put the Buyer in actual possession and rights under all other Contracts constituting a part of the Assets; (e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (g) Such other instruments of transfer and assignment in respect operating control of the Assets as Buyer contemplated hereby. (b) To the extent that the assignment of any lease, license, Contract, commitment or right shall reasonably require the consent of any other party thereto, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof; and as shall be consistent with the terms and provisions of this Agreement. Prior to the Closing Dateextent that the transfer of any Permit shall require the consent of the Governmental Body which issued such Permit, this Agreement shall not constitute an agreement to transfer any such Permit if an attempted transfer would invalidate such Permit. Other than with respect to the Intellectual Property, if any lease, license, Contract, commitment, right, Permit or other asset or property which is part of the Assets cannot, in the opinion of the Buyer's counsel, be transferred effectively to the Buyer without the consent of a third party, the Company will take such reasonable steps as may Seller shall thereafter be requisite or appropriate so that no later than obligated to use its Reasonable Best Efforts to assure the close of business on the Closing Date, Buyer will be placed in actual possession and control of all of the Assetsbenefits of such lease, license, Contract, commitment, right, Permit, or other asset or property.

Instruments of Conveyance and Transfer. On At the Closing Date, the Company shall deliver or cause to be delivered to Buyer the followingClosing: (a) A duly executed Seller will execute and acknowledged special warranty deed deliver to Buyer such bills of sale, assignments, motor vehicle certificates of title, and other good and sufficient instruments of conveyance and transfer in form sufficient to sell, assign and transfer the Assets to Buyer as of the Closing Date, such documents to contain full warranties of title, and which documents shall be effective to vest in Buyer good, absolute, and valid legal title to the Assets of the Business being transferred to Buyer by Seller, free and clear of all Liens other than the Permitted Liens, the Closing Assumed Lease Payables, the Excluded Lease, the Real Estate Leases, the Employee Benefits Payables and the Assumed Liabilities. (b) Simultaneously with such delivery, Seller will take all steps as may be requisite to put Buyer in actual possession, operation and control of the Assets to be transferred hereunder. (c) Seller will deliver to Buyer and IHS an opinion or opinions, dated the Closing Date, of its counsel, in substantially the form attached hereto as EXHIBIT A Schedule 10(c). (d) Seller will deliver a certificate of its Secretary or other officer certifying as of the Closing Date a copy of resolutions of its board of directors and, if applicable, its stockholders, authorizing the execution, delivery and full performance of this Agreement and the Transaction Documents (as defined in paragraph 13(a) below), and the incumbency of its officers. (e) Buyer and Seller shall execute and deliver an owner's policy assignment and assumption of title insurance issued by Border Abstract & Title Co.equipment leases for the Closing Assumed Lease Payables. (f) Shareholders shall execute and deliver stock powers endorsed in blank to the Escrow Agent, Inc. (covering all of the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent IHS Shares deposited with the allocation provided Escrow Agent. (g) Seller will deliver a check for in Section 2.3 hereto and shall be issued subject only the Closing Cash Amount to Buyer. (h) Buyer will deliver the Escrow Shares to the Permitted Encumbrances; provided, however, that Escrow Agent in accordance with Section 2(b)(i) above. (i) there Buyer will deliver to Seller the IHS Shares in accordance with Section 2(b)(ii) above, (j) Buyer and Seller shall be no exception pertaining to discrepanciesexecute and deliver the assignment and assumption of the Real Estate Leases. (k) Buyer and Seller shall execute and deliver the Lease Agreement attached hereto as Exhibit 1(c). (l) Buyer and Seller shall execute and deliver the Stock Pledge Agreement and the Escrow Agreement. (m) Buyer shall execute an Assumption Agreement for the Assumed Liabilities, conflicts or shortagesthe Real Estate Leases, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due Assumed Lease Payables and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy;Employee Benefits Payables. (bn) A general conveyance Buyer and IHS will deliver to Seller and Shareholders an opinion, dated as of the Closing, of their counsel in substantially the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances;Schedule 10(n). (co) An assignment Buyer will deliver a certificate of its Secretary or sublease to Buyer of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof; (d) All appropriate documents for the assignment other officer certifying as of the Closing Date a copy of resolutions of its Board of Directors and, if applicable, its sole shareholder, IHS, authorizing the Company's rights under execution, delivery and full performance of this Agreement and the licenses, permits Transaction Documents (as defined in paragraph 13(a) below) and franchises referred to in Section 1.1(i) hereof and the incumbency of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets;its officers. (ep) All appropriate documents for the assignment IHS will deliver to Seller a certificate of its Secretary or other officer certifying as of the Closing Date a copy of all patentsresolutions of its Board of Directors authorizing the execution, trademarks, trade names delivery and other Intellectual Property referred to in Section 1.1(j) hereof; (f) Originals of all of the Contracts, commitments, books, records, files and other data (except any such items that are directly related to Retained Liabilities) that (i) are included in the Assets or (ii) relate to or affect the Assets as of the time of Closing and are reasonably necessary for the continued conduct of the Business; and (g) Such other instruments of transfer and assignment in respect of the Assets as Buyer shall reasonably require and as shall be consistent with the terms and provisions full performance of this Agreement. Prior to Agreement and its obligations hereunder and the Closing Date, the Company will take such reasonable steps as may be requisite or appropriate so that no later than the close incumbency of business on the Closing Date, Buyer will be placed in actual possession and control of all of the Assetsits officers.