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.
Sample 1
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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”), (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”) and (g) the Copyright Assignment. 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.
Sample 1
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. 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. On or prior to the Closing Date: (a) MIL Holdings shall deliver to the JVC evidence that all necessary action has been taken to vest in the JVC, MIL
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.
Sample 1

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.

  • 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.

  • 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.

  • Actions of Custodian Based on Proper Instructions and Special Instructions So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee. (b) Upon any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and interest to the Asset or Assets shall be Granted to the Trustee pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later than the Cut-Off Date, an Officer’s certificate of the Issuer containing the statements set forth in Section 3.1(a)(viii); provided that such requirement shall be satisfied, and such statements shall be deemed to have been made by the Issuer, in respect of such acquisition by the delivery to the Trustee of a trade ticket in respect thereof that is signed by a Responsible Officer of the Collateral Manager. (c) Notwithstanding anything contained in this Article XII or Article V to the contrary, in addition to the rights described herein, the Issuer shall have the right to effect any sale of any Asset or purchase of any Collateral Obligation and ORCC shall have the right to exercise any optional purchase or substitution rights with the consent of Holders evidencing at least 75% of the Aggregate Outstanding Amount of each Class of Securities (and notice to the Trustee and the Rating Agency). (d) Notwithstanding anything contained in this Article XII or Article V to the contrary, upon the occurrence and during the continuance of an Enforcement Event, the Issuer shall not have the right to effect any sale of any Asset or purchase of any Collateral Obligation and ORCC shall not exercise any optional purchase or substitution rights, in each case without the consent of a Majority of the Controlling Class.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Succession and Transfer Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Recipient and their permitted successors, assigns and legal representatives.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

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