Instruments of Transfer; Further Assurances. In order to consummate the transaction contemplated hereby, the following documents and instruments shall be delivered:
Instruments of Transfer; Further Assurances. Concurrently with the execution and delivery of this Agreement and the Closing hereunder, Seller and Purchaser shall execute and deliver to each other a completed Deed of General Conveyance, Transfer and Assignment, in the form attached as Exhibit C hereto ("General Conveyance, Transfer and Assignment").
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of each Asset, in form and substance satisfactory to Buyer;
(ii) An agreement not-to-compete, substantially in the form of Exhibit B attached hereto; and
(iii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller:
(i) A Note, substantially in the form of Exhibit attached hereto; and
(ii) Such other instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of each Asset, in form and substance satisfactory to Buyer; (ii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller such instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, at the Closing, Seller shall execute and deliver to Purchaser a conveyance document in a form acceptable to Purchaser conveying the Seller Interest to Purchaser. At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as are reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Seller Interest and to comply with the purposes and intent of this Agreement.
Instruments of Transfer; Further Assurances. At the Closing, Seller and Petro shall execute and deliver to each other (i) a Special Warranty Deed with regard to the Real Property, (ii) a Xxxx of Sale with regard to the Personal Property and Inventory, (iii) a completed General Conveyance, Transfer and Assignment covering all of the Scheduled Contracts, and (iv) an Assumption Agreement (collectively the “Conveyance Documents”). At the time of the Closing, Petro and Seller shall execute all other agreements, instruments, documents, certificates of title and certificates required by this Agreement to be executed and delivered by or on behalf of Seller, or Petro at or before the Closing pursuant to this Agreement (all such other agreements, instruments, documents, certificates of title and certificates being referred to herein as the “Operative Documents”) and such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Petro good and indefeasible title to all of the Assets and the Business being purchased hereunder, and to comply with the purposes and intent of this Agreement and such other instruments as shall be reasonably necessary or appropriate to evidence the assignment or termination as applicable by Seller and assumption by Petro of the Scheduled Contracts.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, the following shall be delivered at the Closing:
(a) Seller shall deliver to Purchaser the Assets listed on Exhibit "A", and the Assignment in the form attached hereto as Exhibit "C",
(b) Purchaser shall deliver to Seller the Promissory Note for One Hundred Thousand Dollars ($100,000), Five Thousand Dollars ($5,000) in cash, certificates representing 50,000 shares of restricted common stock, and a Registration Rights Agreement in the form attached hereto as Exhibit "D." Seller hereby acknowledges receipt of a cash deposit in the sum of Five Thousand Dollars ($5,000).
(c) At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Assets and to comply with the purposes and intent of this Agreement.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, the following shall be delivered at the Closing:
(a) Seller shall deliver to Purchaser the Assets listed on Exhibit "A", and the Assignment in the form attached hereto as Exhibit "B".
(b) Purchaser shall deliver to Seller the certificates representing 5,280 shares of restricted common stock, Twenty-Three Thousand Four Hundred Dollars ($23,400) in cash, and a Registration Rights Agreement in the form attached hereto as Exhibit "C".
(c) At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Assets and to comply with the purposes and intent of this Agreement.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, at the Closing Seller shall execute and deliver to Purchaser the Deed covering the Real Property, and Seller and Purchaser shall deliver to each other (a) a completed General Conveyance, Transfer and Assignment, in the form attached as Exhibit 1.05-1 hereto ("General Conveyance, Transfer and Assignment"), covering all of the Assets other than the Real Property, and (b) an Assumption Agreement in the form attached as Exhibit 1.05-2 hereto ("Assumption Agreement"). At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser (1) such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Purchaser title to the Assets and to comply with the purposes and intent of this Agreement and (2) such other instruments as shall be reasonably necessary or appropriate to evidence the assignment by Seller and assumption by Purchaser of the Scheduled Contracts, and certain other liabilities to the extent provided in Section 1.04(a).
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) A one hundred (100%) percent ownership interest in the SNAP Software, in form and substance satisfactory to Buyer;
(ii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the SNAP Software including but not limited to Documentation, Object Code and Source Code.
(b) At the Closing, Buyer shall deliver to Seller such instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
(c) At the Closing, Xxxx Gain the owner/developer of the SNAP Software agrees to join the Board of Directors of Monster Offers.
(d) At the Closing, Xxxx Gain the owner/developer of the SNAP Software agrees to become the Chairman and CEO of Monster Offers.
(e) At the Closing, Monster Offers agrees to provide ongoing support of Dr. Healthshare, an existing licensee of the SNAP software, at current service levels. Any future change to the level of support for Dr. Healthshare must be agreed to in writing by both Dr. Healthshare and Monster Offers.
