Instruments of Sale and Transfer; Further Assurances Sample Clauses

Instruments of Sale and Transfer; Further Assurances. This Agreement shall be effective to vest in Purchaser all right, title and interest in and to the Partnership Interests. In case at any time after the date hereof any further actions, instruments or documents are reasonably necessary to carry out the purposes of this Agreement, each Party shall take such actions or deliver such instruments or documents.
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Instruments of Sale and Transfer; Further Assurances. On the Closing Date, the Seller Parties shall deliver to Buyer, and Buyer or an Affiliate of Buyer designated by Buyer in writing to Seller not less than three (3) Business Days prior to the Closing Date shall deliver to the Seller Parties, as the case may be, such instruments of sale and assignment as shall be necessary to vest in Buyer or such Affiliate on the Closing Date all of the Seller Parties’ right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer or such Affiliate, including (a) a Xxxx of Sale substantially in the form of Exhibit A (the “Xxxx of Sale”), (b) a Xxxx of Sale (Bailment Inventory) substantially in the form of Exhibit B (the “Xxxx of Sale (Bailment Inventory)”), (c) an Assignment and Assumption of Contracts and Other Intangible Assets substantially in the form of Exhibit C (the “Assignment of Contracts”), (d) a Trademark Assignment substantially in the form of Exhibit D (the “Assignment of Trademarks”), (e) a Copyright Assignment substantially in the form of Exhibit E (the “Assignment of Copyrights”), and (f) a Domain Names and Social Media Accounts Assignment substantially in the form of Exhibit F (the “Assignment of Domain Names and Social Media Accounts”). From time to time following the Closing, Buyer or its Affiliate and the Seller Parties shall execute and deliver, or cause to be executed and delivered, to the other such additional instruments of conveyance and transfer and evidences of assumption as Buyer or Seller may reasonably request or as may be otherwise necessary or desirable to carry out the purposes of this Agreement.
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Instruments of Sale and Transfer; Further Assurances. At or prior to the Closing, AutoCyte will deliver to NeoPath such instruments of sale and assignment as will vest NeoPath with the Acquired Assets. AutoCyte will take reasonable additional steps as may be necessary by NeoPath to record and put NeoPath in ownership of the Acquired Assets to the extent contemplated hereby, including, without limitation, the steps described in paragraph 4.3.1.
Sample 1
Instruments of Sale and Transfer; Further Assurances. (a) On or prior to the Closing Date, Seller shall deliver to Purchaser and Purchaser shall deliver to Seller, as applicable, such instruments of sale and assignment as shall, in the reasonable judgment of Purchaser and Seller, be effective to vest in Purchaser on the Closing Date good and marketable right, title and interest in and to the Assets free and clear of all Encumbrances and to evidence the assumption of the Assumed Liabilities by Purchaser, including, without limitation, a Xxxx of Sale substantially in the form of Exhibit 1.8(a)-1 (the "Xxxx of Sale") and one or more Assignment and Assumption Agreements substantially in the form of Exhibit 1.8(a)-2 (the "Assignment and Assumption Agreement"), executed by Seller, Operating and International, as applicable. Seller shall take all reasonable additional steps as may be necessary to put Purchaser in possession and operating control of the Assets at the Closing, and Purchaser shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.
Sample 1
Instruments of Sale and Transfer; Further Assurances. Contemporaneously with the execution of this Agreement by the parties, Seller shall deliver to Purchaser such instruments of sale and assignment as shall be effective to vest in Purchaser, on the Closing Date, all of Seller's right, title and interest in and to the Acquired Assets. Seller shall take all reasonable additional steps as may be necessary to put Purchaser in possession and operating control of the Acquired Assets on the Closing Date.
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Instruments of Sale and Transfer; Further Assurances. On or prior to the Closing Date:
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Related to Instruments of Sale and Transfer; Further Assurances

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

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

  • Further Assurances and Additional Acts Each Obligor shall execute, acknowledge, deliver, file, notarize, and register at its own expense all such further agreements, instruments, certificates, financing statements, documents, and assurances, and perform such acts as Agent reasonably shall deem necessary or appropriate to effectuate the purposes of this Agreement, and promptly provide Agent with evidence of the foregoing reasonably satisfactory in form and substance to Agent.

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

  • Reassignment and Transfer Terms The Investor Certificates shall be subject to retransfer to the Seller at its option, in accordance with the terms specified in subsection 12.02(a), on any Distribution Date on or after the Distribution Date on which the Investor Interest is reduced to an amount less than or equal to 5% of the Initial Investor Interest. The deposit required in connection with any such repurchase shall include the amount, if any, on deposit in the Principal Funding Account and will be equal to the sum of (a) the Investor Interest and (b) accrued and unpaid interest on the Investor Certificates through the day preceding the Distribution Date on which the repurchase occurs.

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

  • Certain Obligations Respecting Subsidiaries Further Assurances (a) Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that any Obligor or any of its Domestic Subsidiaries shall form or acquire any new Subsidiary, such Obligor will (or will cause such Subsidiary to) no later than within 60 days of such formation or acquisition:

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

  • Amendments of Sale and Servicing Agreement and Trust Agreement The Issuer shall not agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Noteholders consent to amendments thereto as provided therein.

  • Further Assurances and Corrective Instruments Issuer and Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement.

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