Common use of Instruments of Transfer and Assumption Clause in Contracts

Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor to the transferee of (A) with respect to those Assets that constitute stock or other equity interests, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt, (B) with respect to any real property interest or any improvements thereon, a general warranty deed with general warranty of limited application limiting recourse and remedies to title insurance and warranties by predecessors in title, and (C) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the assumption by the transferee of such Liabilities.

Instruments of Transfer and Assumption. The Parties Transocean Holdings and TODCO agree that (ia) transfers of Assets assets required to be transferred by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor transferring entity to the transferee of (Ai) with respect to those Assets assets that constitute stock or other equity interestsstock, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt, (Bii) with respect to any real property interest or any improvements thereon, a general warranty deed with general warranty of limited application limiting recourse and remedies to title insurance and warranties by predecessors in title, title and (Ciii) with respect to all other Assetsassets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the PartiesTransocean Holdings and TODCO, as shall be necessary, in each case, necessary to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Assetasset, and (iib) to the assumptions extent necessary, the assumption of the Liabilities required by this Agreement or any Ancillary Agreement contemplated pursuant to Section 2.1 shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the PartiesTransocean Holdings and TODCO, as shall be necessary, in each case, necessary for the assumption by the transferee of such Liabilities.such