Instruments of Transfer and Conveyance. (a) The sale, conveyance, transfer, assignment and delivery of the Assets, as herein provided, shall be effected by delivery by Seller on the Closing Date of such bills of sale, endorsements, assignments, certificates, drafts, checks or other instruments of transfer and conveyance as Buyer shall reasonably deem necessary to vest in Buyer good and marketable title to the Assets. Such instruments of transfer and conveyance shall contain warranties as to marketable title and that such Assets are free and clear of all pledges, liens, options, security interests, mortgages, claims, charges or other encumbrances of any kind whatsoever.
(b) Seller agrees that it will from time to time after the Closing Date, upon the request of Buyer, promptly do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further instruments, certificates, assignments, transfers, conveyances, powers of attorney, assurances and other documents, as may be reasonably necessary or advisable to assure or confirm Buyer's free and clear title to and interest in, or to enable Buyer to deal with and dispose of, any of the Assets.
Instruments of Transfer and Conveyance. The conveyance, transfer, assignment and delivery of the HLI Assets as herein provided shall be effected by delivery by HLI at Closing (or any time thereafter) to LSAI and LSI of instruments of transfer, conveyance, endorsements, bills of sale, all in form satisfactory to LSAI and LSI, duly executed, as LSAI and LSI shall reasonably deem necessary to vest in LSAI and LSI at Closing and at any time thereafter, good and marketable title to the HLI Assets, free and clear of any lien, charge, claim, pledge, security interest or other encumbrance of any type or kind whatsoever.
Instruments of Transfer and Conveyance. The conveyance, transfer, assignment and delivery of the Assets as herein provided shall be effected by delivery by Hallador and Production on the Closing Date of such deeds, bills of sale, transfer agreements, endorsements, assignments, certificates, drafts, checks or other instruments of transfer and conveyance (the "Conveyance Documents"), duly executed by Hallador and Production as the Partnership shall reasonably deem necessary to vest on the Closing Date in the Partnership title to the Assets in the manner provided for herein.
Instruments of Transfer and Conveyance. The sale, transfer and -------------------------------------- conveyance of the Interests shall be effected by delivery on or prior to the Closing Date by each Party hereto of such deeds, transfers in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by such Party or such other Person, as the case may be, as any other Party reasonably deems necessary to vest in NEWCO all right, title and interest in and to the Interests, free and clear of any Encumbrance of any kind, except Permitted Encumbrances.
Instruments of Transfer and Conveyance. (a) The sale, conveyance, transfer, assignment and delivery of the Assets shall be effected by delivery at the Closing by (a) SAS to the Buyer of such deeds, transfers in registrable form, bills of sale, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by SCA as the Buyer reasonably deems necessary to vest in the Buyer good and marketable title to such Assets, free and clear of any Encumbrance, and such other documents as the Buyer may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by the Sellers, and (b) the Buyer to SAS of assumption agreements providing for the full assumption of the Assumed Liabilities in form and substance reasonably satisfactory to SAS, and such other documents as SAS, as the case may be, may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by the Buyer.
(b) The sale, conveyance, transfer, assignment and delivery of the SCA Intellectual Property shall be effected by delivery at the Closing by SCA to the Buyer of such deeds, transfers in registrable form, bills of sale, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by SCA as the Buyer reasonably deems necessary to vest in the Buyer good and marketable title to the SCA Intellectual Property free and clear of any Encumbrance, and such other documents as the Buyer may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by SCA.
Instruments of Transfer and Conveyance. The Seller shall have executed and delivered such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer, each in a form reasonably satisfactory to Buyer and its legal counsel; and
Instruments of Transfer and Conveyance. (a) The sale, conveyance, transfer, assignment and delivery of the Assets shall be effected by delivery on the Closing Date by (i) Seller, ADC or any other Affiliate of Seller, as applicable, to a Purchaser of such deeds in proper form for recordation, transfers in registrable form, bills of sale in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates or other instruments of transfer and conveyance, duly executed by Seller or an Affiliate of Seller, as applicable, as FW shall deem necessary to vest in a Purchaser, good title to such Assets free and clear of any Encumbrance except Permitted Encumbrances, and such other documents as FW may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by Seller; and (ii) Purchasers to Seller of assumption agreements providing for the full assumption of the Assumed Obligations in form and substance reasonably satisfactory to Seller, and such other documents as Seller may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by Purchasers.
Instruments of Transfer and Conveyance. The sale, conveyance, transfer, assignment and delivery of the Copytron Assets shall be effected by delivery on the Closing by the Seller of such assignments, conveyances or other instruments of transfer and conveyance as the Purchaser shall reasonably deem necessary to vest in Purchaser good title to the Copytron Assets, free and clear of all Encumbrances, including, without limitation, a xxxx of sale ("Xxxx of Sale") substantially in the form attached hereto as Exhibit C.
Instruments of Transfer and Conveyance. (a) At the Closing, each Seller, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Buyers:
(i) the officer’s certificates and other documents required pursuant to Section 6.2;
(ii) duly executed assignment and assumption agreements substantially in the form attached hereto as Schedule B (the “Assignment Agreements”);
(iii) a duly executed Transition Services Agreement substantially in the form attached hereto as Schedule D (the “Transition Services Agreement”);
(iv) a duly executed release agreement substantially in the form attached hereto as Schedule E (the “Release Agreement”);
(v) a certificate duly executed by an authorized officer of the Company certifying that no member of the Company Group has any Indebtedness outstanding as of the Closing Date;
(vi) (A) a certification of non-foreign status, duly executed by each Seller (or, if a Seller is disregarded for U.S. federal income tax purposes, the regarded owner of such Seller), substantially in the form of the sample certificates set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) and (B) an IRS Form W-9 with respect to each Seller (or the regarded owner thereof, as applicable).
(b) At the Closing, each of the Buyers, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Sellers:
(i) the officer’s certificates and other documents required pursuant to Section 6.3;
(ii) duly executed counterparts of the Assignment Agreements and the Transition Services Agreement; and
(iii) duly executed counterparts of the Release Agreement.
Instruments of Transfer and Conveyance. The sale, conveyance, transfer, assignment and delivery of the Purchased Assets shall be effected by delivery on the Closing Date by Seller to Buyer of such deeds, transfers in registrable form, bills of sale in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by Seller, as Buyer or its title insurance company shall reasonably deem necessary to vest in Buyer good and marketable title (and clear record title with respect to any owned Real Property) to such Purchased Assets free and clear of all Liens (subject to SCHEDULE 2.01), and such other documents as Buyer may reasonably request to demonstrate satisfaction of the conditions of and compliance with this Agreement by Seller, including, without limitation, the Assignment and Assumption Agreement. The assumption by Buyer of the Assumed Liabilities shall be effected by delivery on the Closing Date by Buyer to Seller of the Assignment and Assumption Agreement, and such other documents as Seller may reasonably request to demonstrate satisfaction of the conditions of and compliance with this Agreement by Buyer.
