Instruments of Conveyance, Transfer, and Assumption Sample Clauses

Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments: (a) The Xxxx of Sale; (b) The Deeds; (c) One or more agreements by and under which Seller shall assign and convey to Buyer, and Buyer shall accept and assume, all of Seller’s right, title and interest in and to the Non-Fee Property (subject to, and to the extent permitted under, the terms of the terms and conditions of the instruments granting or creating the Non-Fee Property) which agreements shall be substantially in the form attached hereto as Exhibit F, adapted as necessary to conform to local requirements, customs and practices, to render such assignment, conveyance, acceptance and assumption effective and to render such agreement recordable, but in no event shall any such agreement contain any representations, warranties or covenants relating to Seller’s title to the Non-Fee Property (the “Non-Fee Assignment and Conveyance Agreements”); (d) The Assignment and Assumption Agreement; (e) A non-foreign ownership certificate substantially in the form attached hereto as Exhibit H; (f) An agreement, substantially in the form attached hereto as Exhibit I, which sets forth the terms and conditions upon which Seller shall sell to Buyer the Purchased Inventories on the Closing Date (the “Purchased Inventories Sale Agreement”); (g) A custody transfer receipt, substantially in the form attached hereto as Exhibit J, transferring custody, but not title, to all refined products inventories (excluding the Purchased Inventories) (the “Custody Transfer Receipt”); (h) A transition services agreement substantially in the form attached hereto as Exhibit K, which sets forth the terms and conditions upon which Seller will provide Buyer certain services relating to the Purchased Assets (the “Transition Services Agreement”); (i) The Paulsboro Terminal Contract; (j) The FCC Agreements; and (k) Any other documents, instruments or agreements contemplated hereby or reasonably necessary or appropriate to consummate the transaction contemplated by this Purchase Agreement, and in a form reasonably acceptable to Buyer and Seller (it being understood that such instruments shall not require Buyer, Seller or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in or as contemplated by this Purchase Agreement).
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Instruments of Conveyance, Transfer, and Assumption. At the Closing, Sellers and Buyer shall deliver to one another duly executed copies of the following instruments: (a) An assignment, conveyance and assumption agreement, in the form attached hereto as Exhibit A-1, duly executed by BPNA and Buyer, whereby BPNA shall convey, transfer and assign to Buyer the Offered Phoenix Interests, subject to Permitted Encumbrances, and Buyer shall accept and assume the Offered Phoenix Interests and the related Assumed Liabilities; (b) An assignment, conveyance and assumption agreement, in the form attached hereto as Exhibit A-2, duly executed by BP Offshore and Buyer, whereby (i) BP Offshore shall convey, transfer and assign to Buyer the Offered URSA Interests, subject to Permitted Encumbrances, and (ii) Buyer shall accept and assume the Offered URSA Interests and the related Assumed Liabilities;
Sample 1Sample 2
Instruments of Conveyance, Transfer, and Assumption. Seller agrees to deliver or cause to be delivered to Purchaser at the Closing full possession of all of the Assets at the place or places where the Assets are located as of the Effective Date, together with (i) a xxxx of sale attached as EXHIBIT C hereto (the "XXXX OF SALE"); (ii) such other instruments of conveyance and transfer as shall be effective to vest in Purchaser all right, title and interest in and to the Assets free and clear of all liens, charges, easements, mortgages, pledges, claims and other encumbrances in favor of any third party, except as disclosed in the Disclosure Schedule (as defined below); and (iii) any and all tangible manifestations of the Assets including. without limitation, all notes, records, files, prints, drawings, schematics diagrams, specifications and tangible items of any sort in Seller's possession or under Seller's control relating to the Assets, and including original trademarks and related registrations, copyrights and related registrations, and certificates of letters patent, and applications and disclosures therefor, if any. Such delivery shall include all present versions and, to the extent in Seller's possession or control, predecessor versions.
Sample 1
Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments:
Sample 1
Instruments of Conveyance, Transfer, and Assumption. At the Closing, Seller and Buyer shall deliver to one another duly executed copies of the following instruments: (a) An assignment and conveyance agreement, substantially in the form attached hereto as Exhibit B, whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the Inland Shares, subject to the terms contained herein and therein; (b) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities;
Sample 1
Instruments of Conveyance, Transfer, and Assumption. Seller shall have delivered to Purchaser full possession of all of the Bonding Assets in the Commonwealth of Pennsylvania, together with (i) the Xxxx of Sale; (ii) such other instruments of conveyance and transfer as shall be effective to vest in Purchaser all right, title and interest in and to the Bonding Assets free and clear of all liens, charges, easements, mortgages, pledges, claims and other encumbrances in favor of any third party other than Permitted Encumbrances; and (iii) any and all tangible manifestations of the Bonding Assets including, without limitation, all notes, records, files, prints, drawings, schematics diagrams, specifications and tangible items of any sort in Seller's possession or under Seller's control relating to the Bonding Assets, and including original trademarks and related registrations, copyrights and related registrations, and certificates of letters patent, and applications and disclosures therefor, if any. Such delivery shall include all present versions of such materials and, to the extent in Seller's possession or control, predecessor versions.
Sample 1
Instruments of Conveyance, Transfer, and Assumption. Seller agrees to deliver or cause to be delivered to Purchaser at the Closing full possession of all of the Assets at the place or places where the Assets are located as of the Effective Date, together with (i) a xxxx of sale attached as Exhibit H hereto (the "XXXX OF SALE AND ASSUMPTION AGREEMENT"); (ii) such other instruments of conveyance and transfer as shall be effective to vest in Purchaser all right, title and interest in and to the Assets free and clear of all liens, charges, easements, mortgages, pledges, claims and other encumbrances in favor of any third party, except as disclosed in the Disclosure Schedule (as defined below); and (iii) any and all tangible manifestations of the Assets including, without limitation, all notes, records, files, prints, drawings, schematics diagrams, specifications and tangible items of any sort in Seller's possession or under Seller's control relating to the Assets, and including original trademarks and related registrations, copyrights and related registrations, and certificates of letters patent, and applications and disclosures therefor, if any. Such delivery shall include all present versions and, to the extent in Seller's possession or control, predecessor versions.
Sample 1
AutoNDA by SimpleDocs

Related to Instruments of Conveyance, Transfer, and Assumption

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!