Common use of Instruments of Conveyance Clause in Contracts

Instruments of Conveyance. At the Closing, the Seller shall execute, have acknowledged and delivered to Escrow Agent for the account of Purchaser: (a) assignments of all of Seller’s Membership Interests in SCWC and PVUC, conveying to Purchaser all of the Seller’s right, title and interest in such Membership Interests, which assignments shall be sufficient to transfer such Membership Interests, shall contain the warranty of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; (b) assignments, bills of sale or other appropriate documents transferring all of the line extension agreements, capital agreements, or similar agreements, between Seller and the parties to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; and (c) a xxxx of sale conveying to Purchaser any and all of the remaining Assets of whatever nature, which xxxx of sale shall be sufficient transfer the Assets, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) and deliver to Purchaser all third-party consents and other documents and instruments as may be reasonably necessary to fully convey to Purchaser all of the rights in and to the Assets (including the Membership Interests) and to consummate the transactions contemplated herein.

Instruments of Conveyance. At the Closing, : a. Seller will deliver to the Seller shall execute, have acknowledged and delivered to Escrow Agent for Buyer each of the account of Purchaserfollowing: (ai) such bills of sale, assignments and other good and sufficient instruments of all of Seller’s Membership Interests conveyance and transfer in SCWC form sufficient to sell, assign and PVUCtransfer the Assets, conveying such documents to Purchaser all be effective to vest in the Buyer good and marketable title to the Assets of the Business being transferred to the Buyer by Seller’s right, title and interest in such Membership Interests, which assignments shall be sufficient to transfer such Membership Interests, shall contain the warranty of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrancescharges, claims, rights encumbrances and options restrictions of any kind or character whatsoever kind, except for the Permitted Encumbrances and otherwise the Assumed Liabilities, (ii) all governmental approvals required to consummate the Purchase Transaction, (iii) an investment letter with respect to the parent Shares, (iv) certified copies of the resolutions of the Board of Directors and stockholders of Seller approving the Purchase Transaction, (v) good standing certificates for Seller from both the Comptroller and the Secretary of State of California, (vi) a lease assignment and assumption, in a form reasonably satisfactory and substance acceptable to Purchaser; (b) assignmentsBuyer, bills of sale or other appropriate documents transferring that transfers, assigns and conveys to Buyer all of the line extension agreementsSeller’s rights, capital agreementstitles and interests in, or similar agreements, between Seller to and the parties to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options under each of any kind or character whatsoever and otherwise in a form reasonably satisfactory leases to Purchaser; be assumed by Buyer, and (cvii) a xxxx of sale conveying to Purchaser any and all of the remaining Assets of whatever nature, which xxxx of sale shall be sufficient transfer the Assets, shall contain the warranty such other documents as are required of Seller that Seller has and Purchaser is acquiring good by this Agreement. Simultaneously with conveyance of title to the Assets, free the Seller will use all reasonable efforts to put the Buyer in actual possession, operation and clear control of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause the Assets to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) transferred hereunder. b. Shareholders will execute and deliver to Purchaser all third-party consents Buyer the following: (i) the Employment Agreements, and (ii) such other documents and instruments as may be reasonably necessary are required of Shareholders by this Agreement. c. Buyer shall deliver to fully convey to Purchaser all Seller the following: (i) the cash portion of the rights in Purchase Price, (ii) the duly executed Promissory Note, (iii) certificates representing the Parent Shares, and (iv) such other documents as are required of Buyer by this Agreement. d. Buyer shall execute and deliver to the Assets Shareholders the following: (including i) the Membership InterestsEmployment Agreements, and (ii) such other documents as are required of Buyer by this Agreement. e. Both Buyer and Seller shall take such other action as is contemplated by this Agreement to be taken to consummate the transactions contemplated hereinPurchase Transaction.

Instruments of Conveyance. At the ClosingGeneral warranty deeds, the Seller assignments, bills of sale with covenants of warranty, notices, consents, assurances and such other instruments of conveyance and transfer as counsel for Buyer shall execute, have acknowledged reasonably request and delivered shall be effective to Escrow Agent for the account of Purchaser: (a) assignments of all of Seller’s Membership Interests vest in SCWC Buyer good and PVUC, conveying sufficient title to Purchaser all of the Seller’s right, title and interest in such Membership Interests, Purchased Assets which assignments shall be sufficient to transfer such Membership Interests, shall contain the warranty of the Seller that the Seller has agreed to sell, convey, assign, transfer and Purchaser is acquiring good title deliver to such Membership InterestsBuyer pursuant to this Agreement, free and clear of all liens, encumbrancessecurity interests, claims, rights mortgages, liens and options of any kind or character whatsoever encumbrances, subject only to the following permitted title exceptions: (a) applicable zoning regulations and otherwise in a form reasonably satisfactory to Purchasermunicipal ordinances; (b) assignmentssuch easements, bills reservations, covenants and restrictions of sale or other appropriate documents transferring all of record as may be disclosed by the line extension agreements, capital agreements, or similar agreements, between Seller title commitment provided pursuant to Section 11 and the parties to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise which Buyer does not make objections provided in a form reasonably satisfactory to Purchasersaid section; and (c) the usual exceptions and limitations stipulated by the title company, subject, however, to the provisions of Section 11. Simultaneously with such delivery, Seller will take all such steps as may be necessary to put Buyer in the actual possession and control of the Purchased Assets. Appropriate forms of such instruments of conveyance and transfer in conformity with this Agreement shall be submitted by Seller’s counsel to Buyer’s counsel for examination within a xxxx reasonable time in advance of sale conveying the Closing Date. Seller further agrees that it will, at any time and from time to Purchaser time after the Closing Date, upon request of Buyer, without additional consideration, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required in conformity with this Agreement for the better assigning, transferring, granting, conveying, assuring and confirming to Buyer or its successors and assigns, or aiding and assisting in collecting and reducing to possession, any and all of the remaining Purchased Assets of whatever nature, which xxxx of sale shall be sufficient transfer the Assets, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments sold, conveyed, assigned, transferred and delivered at Closing to the Articles of Organization of Buyer as provided in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) and deliver to Purchaser all third-party consents and other documents and instruments as may be reasonably necessary to fully convey to Purchaser all of the rights in and to the Assets (including the Membership Interests) and to consummate the transactions contemplated hereinthis Agreement.

Instruments of Conveyance. At the Closing, the Seller (a) The following documents shall execute, have acknowledged be executed by Xxxxxxxx and delivered to Escrow Agent for Lender on the account Closing Date (“Instruments of Purchaser: Conveyance”): (ai) assignments A Special Warranty Deed, in the form attached hereto as Exhibit B (the “Deed”), conveying good, record, marketable and insurable fee simple title to the Land and Improvements to Lender (or its nominee), subject to (i) zoning ordinances and regulations; (ii) real estate taxes and general and special assessments which are not due and payable as of the Closing Date; and (iii) any and all easements, covenants, conditions, encumbrances, liens, reservations and restrictions acceptable to Lender or otherwise listed on Title Insurance Company Loan Policy of Title Insurance No. with an effective date of (the “Loan Policy”) issued in connection with the Loan (collectively, the “Permitted Exceptions”). (ii) A Bill of Sale, in the form attached hereto as Exhibit C (the “Bill of Sale”), conveying good and unencumbered title to the Personal Property to Lender (or its nominee). Borrower shall warrant that the Personal Property is free of any liens or encumbrances but otherwise Xxxxxx agrees to take the Personal Property in its “as-is” condition; (iii) An assignment of the Leases, the Designated Service Contracts, the Project Deposit Accounts, the Project Receivables, the Intangible Property, the Insurance Claims (as hereinafter defined) and the Insurance Premiums (as hereinafter defined), in the form attached hereto as Exhibit D (collectively, the “Assignment and Assumption”) assigning all of Seller’s Membership Interests in SCWC and PVUC, conveying to Purchaser all of the SellerBorrower’s right, title and interest in such Membership Intereststhe Leases, which assignments the Designated Service Contracts, the Project Deposit Accounts, the Project Receivables, the Intangible Property, the Insurance Claims and the Insurance Premiums to Lender (or its nominee). The Assignment and Assumption shall be sufficient include: (a) an assignment of all security deposits and prepaid rent paid to transfer such Membership Interests, shall contain the warranty Borrower by Tenants as of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrances, claims, rights and options Closing Date as well as an assignment of any kind and all of Borrower’s right as the landlord under the Leases to receivables, revenues, profits or character whatsoever and otherwise in a form reasonably satisfactory to Purchaserother value generated by or through the Project, among other things; (b) assignments, bills of sale or other appropriate documents transferring all an assignment of the line extension agreementsproceeds from any claims made or to be made under any property casualty insurance policies that Borrower maintains with respect to the Property (the “Policies”), capital agreementsas well as the right, coupled with a power of attorney, to act on behalf of the named insured under the Policies, to settle and compromise any such claims made or similar agreementsto be made with respect thereto (collectively, between Seller and the parties to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser“Insurance Claims”); and (c) an assignment of any excess or unearned premiums that are returned to Borrower after Closing (collectively, the “Insurance Premiums”). Borrower shall terminate the Policies by written letters dated as of the Closing Date, which such letters shall request an immediate refund of the Insurance Premiums, and shall have the obligation, which shall survive Closing, to deliver to Lender any monies Borrower receives after Closing from any insurance companies with respect to the Property, whether as a xxxx result of sale conveying Insurance Claims or Insurance Premiums, including, without limitation, the obligation to Purchaser endorse any checks payable to Borrower, either jointly or alone, to Lender or otherwise delivering such monies to Lender promptly upon receipt by Xxxxxxxx. (b) Prior to, at and after the Closing Date, each party shall also execute and deliver to the other party, such further instruments of conveyance, sale, assignment or transfer and shall take or cause to be taken such other or further action as such other party shall reasonably request at any time or from time to time in order to: (1) convey, vest, confirm or evidence in Lender (or its nominee) title to all or any part of the Property intended to be conveyed, sold, transferred, assigned and delivered to Lender under this Agreement; or (ii) in any other manner effectuate the terms and conditions of this Agreement. In addition, Xxxxxxxx will deliver to Lender a final accounting of the Property’s revenues and expenses through the Closing Date within twenty (20) days after Closing. The provisions of this Subsection shall survive Closing. (c) Xxxxxxxx acknowledges and agrees that Xxxxxx, by its acceptance of title to the Property and the Closing documents, does not assume or create any obligations on the part of Lender to third parties that have claims or liabilities of any kind whatsoever against Borrower or the Property that accrued prior to the Closing Date. Xxxxxxxx further acknowledges and agrees that Xxxxxx is not, and never has been, a venturer, co-venturer, insurer, guarantor or partner of Borrower in Borrower’s ownership of the Property prior to Closing and that Lender bears and shall bear no liability whatsoever resulting from or arising out of Borrower’s ownership of the Property prior to Closing. Therefore, Xxxxxxxx agrees to indemnify and hold harmless Lender from and against any and all losses, claims, demands, damages, costs and expenses of whatsoever kind or nature including reasonable attorneys’ fees, related to or arising out of any claims against Xxxxxx as a result of Xxxxxxxx’s ownership of the remaining Assets Property prior to Closing. The provisions of whatever naturethis Subsection shall survive Closing. (d) This Agreement and the Instruments of Conveyance are intended to be and are acknowledged by Borrower to effect an absolute conveyance and unconditional transfer of its interests in the Property and all rights, which xxxx titles, interests, income, rents, rent equivalents, issues, revenues, royalties and profits in connection therewith as of sale shall be sufficient transfer the Assetsdate hereof, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good are not given as security, PROVIDED THAT title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser Property shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments remain subject to the Articles of Organization of in SCWC and PVUC Mortgage to reflect the acquisition by Purchaser full extent of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge Indebtedness (if requiredas such term is defined in the Loan Documents) and deliver to Purchaser all third-party consents and other documents and instruments as may be reasonably necessary to fully convey to Purchaser all of obligations arising thereunder. In the rights in and event that, contrary to the Assets (including foregoing, it is at any time hereafter determined that Borrower had any equitable and/or statutory rights of redemption for the Membership Interests) Property, then, for the considerations herein set forth, Borrower hereby sells, transfers and conveys to consummate Lender and waives for itself any and all equitable statutory rights of redemption with respect to the transactions contemplated hereinProperty.

Instruments of Conveyance. At the Closing, Sellers (and/or Operating Tenants) and Buyer (and/or its operating lessee) shall execute and deliver to each other the Seller shall execute, have acknowledged and delivered to Escrow Agent for the account of Purchaser: following documents: (a) assignments of all of Seller’s Membership Interests in SCWC and PVUCSellers, conveying unless a Seller holds title to Purchaser all its portion of the Seller’s right, title and interest in such Membership Interests, which assignments shall be sufficient Land pursuant to transfer such Membership Interestsa Ground Lease, shall contain execute and deliver to Buyer the warranty Deeds. (b) Each Seller which holds title to its portion of the Land pursuant to a Ground Lease and Buyer shall execute and deliver to each other counterparts of the Assignment and Assumption of Ground Leases. (c) Each Seller that and/or Operating Tenant and Buyer shall execute and deliver to each other a Bxxx of Sale (Personal Property). (d) Each Seller and/or Operating Tenant and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption of Intangible Property. (e) Each Seller and/or Operating Tenant and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption of Operating Agreements. (f) Each Seller and/or Operating Tenant and Buyer shall execute and deliver to each other counterparts of the Assignment and Assumption of Commercial Leases. (g) Each Seller has and Purchaser is acquiring good which holds title to such Membership Interestsits portion of the Land subject to a Third Party Lease and Buyer shall execute and deliver to each other counterparts of the Assignment and Assumption of Third Party Leases. (h) Sellers and Buyer shall execute the Closing Statement. (i) Each Seller shall execute and deliver, free at Closing, a so-called “Non-Foreign Affidavit” (pursuant to Section 1445 of the Internal Revenue Code). (j) Seller shall execute and clear of all liensdeliver, encumbrancesat Closing, claims, rights and options of any kind or character whatsoever and otherwise written notices in a form reasonably satisfactory to Purchaser; (b) assignmentsBuyer, bills of regarding the sale or other appropriate documents transferring all of the line extension agreementsProperty, capital agreements, or similar agreements, between executed by Seller and addressed to (i) tenants under the parties to such extension agreementsCommercial Leases, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; and (cii) a xxxx of sale conveying to Purchaser any and all of parties under the remaining Assets of whatever nature, which xxxx of sale Operating Agreements. (k) Buyer shall be sufficient transfer the Assets, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) complete and deliver to Purchaser all third-party consents at Closing a Form 1099 as required by the Internal Revenue Code. (l) Buyer and Sellers shall execute such other affidavits, authorizing resolutions, and documents and instruments as may be reasonably necessary to fully convey to Purchaser all required by the Title Company. (m) Sellers shall deliver at Closing evidence of termination of the rights Management Agreements and payment by Sellers of all fees thereunder, including Management Termination Fees. (n) Buyer shall deliver at Closing evidence of termination of the Franchise Agreements and the Guarantees of Franchise Agreements and payment by Buyer of all fees thereunder, including Franchise Agreement termination fees. (o) All instruments and other documents required to be delivered to governmental authorities in and connection with the payment of transfer taxes for the consummation of the sale of the Property. (p) Sellers shall deliver to the Assets (including the Membership Interests) and to consummate the transactions contemplated hereinBuyer an updated Rent Roll.

Instruments of Conveyance. At the Closing, : a. Seller will deliver to the Seller shall execute, have acknowledged and delivered to Escrow Agent for Buyer each of the account of Purchaserfollowing: (ai) such bills of sale, assignments and other good and sufficient instruments of all of Seller’s Membership Interests conveyance and transfer in SCWC form sufficient to sell, assign and PVUCtransfer the Assets, conveying such documents to Purchaser all be effective to vest in the Buyer good and marketable title to the Assets of the Business being transferred to the Buyer by Seller’s right, title and interest in such Membership Interests, which assignments shall be sufficient to transfer such Membership Interests, shall contain the warranty of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrancescharges, claims, rights encumbrances and options restrictions of any kind or character whatsoever kind, except for the Permitted Encumbrances and otherwise the Assumed Liabilities, (ii) all governmental approvals required to consummate the Purchase Transaction, (iii) an investment letter with respect to the parent Shares and the Warrants, (iv) certified copies of the resolutions of the Board of Directors and stockholders of Seller approving the Purchase Transaction, (v) good standing certificates for Seller from both the Comptroller and the Secretary of State of Texas, (vi) a lease assignment and assumption, in a form reasonably satisfactory and substance acceptable to Purchaser; (b) assignmentsBuyer, bills of sale or other appropriate documents transferring that transfers, assigns and conveys to Buyer all of the line extension agreementsSeller’s rights, capital agreementstitles and interests in, or similar agreements, between Seller to and the parties to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options under each of any kind or character whatsoever and otherwise in a form reasonably satisfactory leases to Purchaser; be assumed by Buyer, and (cvii) a xxxx of sale conveying to Purchaser any and all of the remaining Assets of whatever nature, which xxxx of sale shall be sufficient transfer the Assets, shall contain the warranty such other documents as are required of Seller that Seller has and Purchaser is acquiring good by this Agreement. Simultaneously with conveyance of title to the Assets, free the Seller will use all reasonable efforts to put the Buyer in actual possession, operation and clear control of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause the Assets to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) transferred hereunder. b. Shareholders will execute and deliver to Purchaser all thirdBuyer the following: (i) the Non-party consents Competition Agreements, (ii) the Employment Agreements, and (iii) such other documents and instruments as may be reasonably necessary are required of Shareholders by this Agreement. c. Buyer shall deliver to fully convey to Purchaser all Seller the following: (i) the cash portion of the rights in Purchase Price, (ii) the Promissory Note, (iii) certificates representing the Parent Shares, (iv) the Warrants, and (iv) such other documents as are required of buyer by this Agreement. d. Buyer shall execute and deliver to the Assets Shareholders the following: (including i) the Membership InterestsEmployment Agreements, and (ii) such other documents as are required of buyer by this Agreement. e. Both Buyer and Seller shall take such other action as is contemplated by this Agreement to be taken to consummate the transactions contemplated hereinPurchase Transaction.

Instruments of Conveyance. At the Closing, Sellers and Buyer shall execute and deliver to each other the Seller shall execute, have acknowledged and delivered to Escrow Agent for the account of Purchaser: following documents: (a) assignments of all of Seller’s Membership Interests in SCWC and PVUCSellers, conveying unless such Seller holds title to Purchaser all its portion of the Seller’s right, title and interest in such Membership Interests, which assignments shall be sufficient Land pursuant to transfer such Membership Interestsa Ground Lease, shall contain execute and deliver to Buyer the warranty of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; Deeds. (b) assignments, bills of sale or other appropriate documents transferring all The Seller which holds title to its portion of the line extension agreements, capital agreements, or similar agreements, between Seller Land pursuant to a Ground Lease and Buyer shall execute and deliver to each other counterparts of the parties to such extension agreements, free Assignment and clear Assumption of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; and Ground Lease. (c) a xxxx of sale conveying to Purchaser any Each Seller and all of the remaining Assets of whatever nature, which xxxx of sale Buyer shall be sufficient transfer the Assets, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) execute and deliver to Purchaser all thirdeach other a Bxxx of Sale (Personal Property). (d) Each Seller and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption of Intangible Property. (e) Each Seller and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption of Operating Agreements. (f) Each Seller and Buyer shall execute and deliver to each other counterparts of an Assignment and Assumption of Management Agreements. (g) Sellers and Buyer shall execute a closing statement. (h) Each Seller shall execute and deliver, at Closing, a so-party consents called “Non-Foreign Affidavit” (pursuant to Section 1445 of the Internal Revenue Code). (i) Buyer shall complete and deliver at Closing a Form 1099 as required by the Internal Revenue Code. (j) Buyer and Sellers shall execute such other affidavits, authorizing resolutions, and documents as may be reasonably required by the Title Company. (k) Each Seller and Buyer shall execute and deliver assignment and assumption documents and such other documents and instruments as may be reasonably necessary to fully convey to Purchaser all required by Lender in connection with the assumption by Buyer of the rights Existing Lien. (l) Buyer shall execute and deliver an assignment of this Agreement with respect to each Property to a Permitted Assignee, each of which shall execute and deliver the other closing documents referenced in this Section 10.01 to be executed and to delivered by the Assets (including the Membership Interests) and to consummate the transactions contemplated herein“Buyer” for its applicable Property.

Instruments of Conveyance. At Without limitation or modification of the Closingredemption set forth in Section 1 above, Assignor hereby agrees to execute and deliver the following instruments to effectuate the transactions described herein (collectively, the Seller shall execute, have acknowledged and delivered to Escrow Agent for the account “Instruments of Purchaser: Conveyance”): (a) assignments Assignor shall execute and deliver the form of all Assignment of Seller’s Limited Liability Company Membership Interests in SCWC attached hereto as Exhibit A-1 (the “Assignment”) and PVUCmade a part hereof, conveying pursuant to Purchaser all which Assignor shall assign the Assigned Interests to Company under the terms and conditions of the Seller’s Assignment; and (b) Assignor shall execute and deliver the form of Mutual General Release attached hereto as Exhibit A-2 (the “Release”) and made a part hereof, pursuant to which Assignor shall release Company and certain other parties named therein (the “Company Released Parties”) from the claims and liabilities described in the Release (the “Covered Liabilities”), and Company shall release Assignor and certain other parties named in the Release from the claims and liabilities described therein, all as more particularly set forth in, and subject to the terms of, the Release; and (c) Assignor covenants that it will, from time to time, from and after the date hereof, promptly do, execute, acknowledge and deliver and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by Company (i) for better assigning, transferring, granting, conveying, assuring and conferring right, title and interest in such Membership Interests, which assignments shall be sufficient to transfer such Membership Interests, shall contain the warranty Company of the Seller that the Seller has and Purchaser is acquiring good title to such Membership Interests, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to PurchaserAssigned Rights; (bii) assignments, bills of sale or other appropriate documents transferring all to effectuate the release of the line extension agreements, capital agreements, or similar agreements, between Seller and Company Released Parties from the parties Covered Liabilities; and/or (iii) to such extension agreements, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser; and (c) a xxxx of sale conveying to Purchaser any and all of the remaining Assets of whatever nature, which xxxx of sale shall be sufficient transfer the Assets, shall contain the warranty of Seller that Seller has and Purchaser is acquiring good title to the Assets, free and clear of all liens, encumbrances, claims, rights and options of any kind or character whatsoever and otherwise in a form reasonably satisfactory to Purchaser. Purchaser shall promptly cause to be filed with the Arizona Corporation Commission any necessary amendments to the Articles of Organization of in SCWC and PVUC to reflect the acquisition by Purchaser of the Membership Interests. Additionally, Seller shall obtain, execute, acknowledge (if required) and deliver to Purchaser all third-party consents and other documents and instruments as may be reasonably necessary to fully convey to Purchaser all of the rights in and to the Assets (including the Membership Interests) and to better consummate the transactions contemplated hereinexpressly provided for in this Redemption Agreement.