Instruments of Transfer and Assignment. (i) A warranty deed or deeds, as the case may be, in substantially the form attached hereto as Exhibit A (the "Warranty Deeds"), conveying fee simple title to all of the Owned Real Property;
(ii) a Xxxx of Sale substantially in the form attached hereto as Exhibit B (the "Xxxx of Sale");
(iii) an Instrument of Assignment and Assumption substantially in the form attached hereto as Exhibit C (the "Assignment and Assumption");
(iv) an Assignment of Proprietary Rights substantially in the form attached hereto as Exhibit D (the "Assignment of Proprietary Rights");
(v) an Assignment of Station Licenses substantially in the form attached hereto as Exhibit E (the "Assignment of Station Licenses");
(vi) copies of all instruments, certificates, documents and other filings (if applicable) necessary or reasonably requested by the Purchaser to release the Purchased Assets from all Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto, all in a form reasonably satisfactory to counsel for the Purchaser;
(vii) copies of all requisite Licenses, waivers, consents, approvals, authorizations, qualifications and other orders of any Governmental Authorities with competent jurisdiction over the transactions contemplated hereby, and all requisite consents, approvals or waivers from third parties, which are necessary or reasonably requested by the Purchaser to effect the valid transfer and assignment of the Purchased Assets to the Purchaser pursuant to this Agreement and to otherwise consummate the transactions contemplated hereby each in a form reasonably satisfactory to counsel for the Purchaser; and
(viii) all other instruments and certificates of conveyance and transfer as the Purchaser may reasonably request in order to more effectively convey and transfer the Purchased Assets to the Purchaser and to put the Purchaser in operational control of the Business, or for aiding, assisting, collecting and reducing to possession any of the Purchased Assets and exercising rights with respect thereto.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds (which, with respect to the Real Property owned by each Company, shall be a general warranty deed), licenses and such other instruments of transfer and assignment as may be necessary to vest in the Buyer, subject to Section 2.4 and the Assumed Liabilities, good and valid title to, and all of the Seller's right, title and interest in and to, the Assets, free and clear of all liens, encumbrances, options and pledges of any kind other than Permitted Liens and Permitted Encumbrances and except as noted herein and the Schedules hereto, which bills of sale, deeds, licenses and other instruments of transfer and assignment shall be in form and substance reasonably satisfactory to the Buyer.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall, and shall cause its subsidiaries to, deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds, licenses and such other instruments of transfer and assignment (which shall be effective as of the Appointment of Time) as may be necessary to vest in the Buyer good and valid title to, and all of the Seller's right, title and interest in and to, the Assets, free and clear of all liens, encumbrances, options, pledges, restrictions and claims of any kind except as noted herein and the Schedules hereto, which bills of sale, deeds, licenses and other instruments of transfer and assignment shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Instruments of Transfer and Assignment. At the Closing (defined in Section 6.1), the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, licenses and such other instruments of transfer and assignment as may be necessary or desirable to vest in the Buyer, subject to Section 1.4 and the Assumed Liabilities (as hereinafter defined), good and valid title to, and all of the Seller’s right, title and interest in and to, the Assets, free and clear of all Liens other than the Permitted Encumbrances, which bills of sale, licenses and other instruments of transfer and assignment are in form and substance satisfactory to the Buyer.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds (which, with respect to the US Real Property in New Hope, shall be a general warranty deed), licenses and such other instruments of transfer and assignment as may be necessary to vest in the Buyer,
Instruments of Transfer and Assignment. On the Closing Date Seller shall deliver, or cause to be delivered, to Buyer, duly executed bills of sale, assignments, endorsements, and other instruments and documents, in form and substance satisfactory to Buyer and its counsel, sufficient to vest in Buyer good and valid title to, any and all of Seller's right, title, and interest in and to, the Assets to the extent required by this Agreement including, without limitation:
1.2.1 instruments of transfer and assignment with respect to the Rights, in the form mutually acceptable to Buyer and Seller; and
1.2.2 a lease for the real property located at 4125-X Xxxx Xxxx, Xxstin, Texas in form and on terms acceptable to Buyer.
Instruments of Transfer and Assignment. (i) A Xxxx of Sale to be delivered by the Seller substantially in the form attached hereto as Exhibit A (the "Xxxx of Sale");
(ii) An Instrument of Assignment and Assumption to be delivered by the Seller substantially in the form attached hereto as Exhibit B (the "Assignment and Assumption");
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver, or cause to be delivered, to the Buyer, duly executed bills of sale, assignments, endorsements and other instruments and documents, in form reasonably acceptable to Buyer, sufficient to vest in the Buyer good and valid title to, any and all of the Seller's right, title and interest in and to, the Assets free and clear of all liens, charges and encumbrances except for those securing the Assumed Obligations including, without limitation:
4.2.1 a xxxx of sale and assignment of the Assets (including an assignment of leases and contracts included in the Assets);
4.2.2 instruments of transfer and assignment with respect to the Rights;
4.2.3 an assignment of lease for the real property located at 0000-X Xxxx Xxxx, Austin, Texas. Seller’s conveyance to Buyer shall contain a special warranty of title. At the Closing, Seller shall also deliver to Buyer an accurate certificate, dated the Closing Date, of the Secretary (or other appropriate officer) of the Seller and Secretary (or other appropriate officer) of the Sole Shareholder with respect to the resolutions adopted by the Board of Directors and shareholder of the Seller and Board of Directors of the Sole Shareholder approving this Agreement and the transactions contemplated hereby.
Instruments of Transfer and Assignment. At the Closing, Sellers shall execute and deliver, or cause to be delivered, to Buyer the instruments, certificates and other documents effecting transfer of the Shares that are identified in Section 2.1.
Instruments of Transfer and Assignment. (i) a xxxx of sale substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”);
(ii) an instrument of assignment and assumption substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption”);
(iii) an assignment and assumption of lease or leases with respect to the Leased Real Property substantially in the form attached hereto as Exhibit C (the “Assignments and Assumptions for Leases”);
(iv) assignments and assumptions of Intellectual Property Rights substantially in the form attached hereto as Exhibit D (the “Assignments and Assumptions for Intellectual Property Rights”); and
(v) such other instruments of transfer as may be necessary to convey any Asset to Buyer (the “Other Assignments and Assumptions,” and collectively with the other instruments of transfer and assignment described in this Section 3.2(a), the “Transaction Documents”).
