Common use of Instruments of Sale and Transfer Clause in Contracts

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, substantially in the form attached hereto as Exhibit A (the "Xxxx of Sale"), and an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B (the "Assumption Agreement"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Tonerserv Corp.), Asset Purchase Agreement (American Tonerserv Corp.)

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Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx Bill of Sale, Sale and Assignment substantially in the form attached hereto as Exhibit A of EXHIBIT 2.6(x) (the "Xxxx of SaleBILL OF SALE"), ) and an Assignment and Assumption Agreement, substantially in Agreement substantialxx xn the form attached hereto as Exhibit B of EXHIBIT 2.6(b) (the "Assumption AgreementASSIGNMENT AND ASSUMPTION AGREEMENT"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pyramid Breweries Inc), Asset Purchase Agreement (Pyramid Breweries Inc)

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, Sale and Assignment substantially in the form attached hereto as Exhibit A of EXHIBIT 2.5(A) (the "Xxxx of SaleXXXX OF SALE"), ) and an Assignment and Assumption Agreement, Agreement substantially in the form attached hereto as Exhibit B of EXHIBIT 2.5(B) (the "Assumption AgreementASSUMPTION AGREEMENT"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lightbridge Inc)

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's ’s right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, Sale and Assignment substantially in the form attached hereto as of Exhibit A 2.5(a) (the "Xxxx of Sale"), ”) and an Assignment and Assumption Agreement, Agreement substantially in the form attached hereto as of Exhibit B 2.5(b) (the "“Assignment and Assumption Agreement"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Engage Inc)

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, Sale and Assignment substantially in the form attached hereto as of Exhibit A 2.5(a) (the "Xxxx of Sale"), ) and an Assignment and Assumption Agreement, Agreement substantially in the form attached hereto as of Exhibit B 2.5(b) (the "Assignment and Assumption Agreement"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (InPlay Technologies, Inc.)

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Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx Bxxx of Sale, substantially in the form attached hereto as Exhibit A (the "Xxxx Bxxx of Sale"), and an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B (the "Assumption Agreement"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Tonerserv Corp.)

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, Bill xx Sale and Assignment substantially in the form attached hereto as of Exhibit A 2.5(a) (the "Xxxx of Bill xx Sale"), ) and an Assignment and Assumption Agreement, Agreement substantially in the form attached hereto as of Exhibit B 2.5(b) (the "Assignment and Assumption Agreement"). Title to the Purchased Real Property shall be conveyed by special warranty deed. Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neorx Corp)

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