Common use of Instruments of Transfer and Assumption Clause in Contracts

Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets that may be 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 and (B) 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. Each Party hereby waives compliance by each other Party and its respective Group members with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to any of the Transactions.

Instruments of Transfer and Assumption. The Parties CHK and SSE agree that (ia) transfers of Assets that may required to be required 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 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 receipt, (ii) with respect to any real property interest or any improvements thereon, a special or limited warranty deed or other similar conveyance instrument and (Biii) 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 PartiesCHK and SSE, 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 (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 PartiesCHK and SSE, as shall be necessary, in each case, necessary for the assumption by the transferee of such Liabilities. CHK and SSE agree that, to the extent that the documents described in clause (a)(i), (ii) and (iii) and clause (b) of the immediately preceding sentence have not previously been delivered in connection with any Prior Transfers, the documents relating to such Prior Transfers shall be delivered by the appropriate Party or Subsidiary thereof. Each Party hereby waives compliance by each also agrees to deliver to the other Party such other documents, instruments and its respective Group members writings as may be reasonably requested by the other Party in connection with the requirements and provisions of any “bulk-sale” transactions contemplated hereby or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to any of the Transactionsby Prior Transfers.