Instruments of Transfer and Assignment. (i) a bargain and sale deed to be delivered by the Seller substantially in the form attached hereto as Exhibit A (the "Grant Deed");
(ii) an Assignment of Lease or Leases to be delivered by the Seller substantially in the form attached hereto as Exhibit B (the "Assignments of Leases");
(iii) Bills of Sale to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit C (the "Bills of Sale");
(iv) Instruments of Assignment and Assumption to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets or are obligated with respect to certain Assumed Liabilities) substantially in the form attached hereto as Exhibit D (the "Assignments and Assumptions");
(v) Assignments of Proprietary Rights to be delivered by the Seller (including certain Affiliates of NYTMG who hold certain Purchased Assets) substantially in the form attached hereto as Exhibit E (the "Assignments of Proprietary Rights");
(vi) a Subscription Fulfillment Agreement substantially in the form attached hereto as Exhibit F (the "Subscription Fulfillment Agreement") and the Seller shall make the payment required thereby;
(vii) a guarantee of The New York Times Company, a New York corporation and the corporate parent of the Seller ("NYT"), substantially in the form attached hereto as Exhibit G; and
(viii) copies of the waivers, consents and/or approvals listed in Schedule 3.2 hereto (the "Required Consents");
(ix) copies of any documents and filings required in connection with the payment of transfer Taxes; and
(x) documentation reasonably satisfactory to the Purchaser that the Asset Purchase does not trigger Connecticut's Real Property Transfer Act, as amended (the "Connecticut Real Property Transfer Act"), with respect to the Owned Real Property or any Leased Real Property, or, if it is determined that the Asset Purchase does trigger the Connecticut Real Property Transfer Act with respect to certain of the Owned or Leased Real Property for each such parcel of Owned or Leased Real Property (a) either (i) a properly completed and executed Form I (as that term is defined in the Connecticut Real Property Transfer Act) or (ii) a properly completed and executed Form II (as that term is defined in the Connecticut Real Property Transfer Act) and (b) documentation reasonably satisfactory to the Purchaser that the Form Is and/or Form IIs have been submitted to the Commissioner ...
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, 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”).
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. (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 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. 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.
