Instruments of Transfer. Seller shall deliver to Buyer at Closing such bills of sale, title documents and assignments and consents (where required) in form and substance satisfactory to Buyer and its counsel sufficient to vest in Buyer good and valid title to all of Seller's right, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever.
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Samples: Asset Purchase Agreement (Vasco Data Security International Inc), Asset Purchase Agreement (Vasco Data Security International Inc)
Instruments of Transfer. Seller shall deliver have delivered to Buyer at on the Closing Date such bills of sale, title documents endorsements, assignments, deeds and assignments other good and consents (where required) sufficient instruments of conveyance and transfer as are provided for herein, and any other instruments in form and substance reasonably satisfactory to Buyer and its their counsel sufficient as shall be effective to vest in Buyer good and valid title to all of Seller's the right, title and interest in of Seller in, to and to under the Purchased Assets Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoeverLiens.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Centene Corp), Asset Sale and Purchase Agreement (Centene Corp)
Instruments of Transfer. Seller shall deliver have delivered to Buyer at Closing Purchaser such bills of sale, title documents endorsements, assignments, licenses, and assignments other good and consents (where required) sufficient instruments of conveyance and transfer and any other instruments deemed appropriate by counsel to Purchaser all in form and substance satisfactory to Buyer and its counsel sufficient to Purchaser to vest in Buyer good and valid title to Purchaser all of Seller's right’s rights, title title, and interest in and to the Purchased Assets Assets, free and clear of all mortgages, claims, liens, charges charges, encumbrances, pledges, or encumbrances claims of any kind or nature whatsoeverexcept for Permitted Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sibling Group Holdings, Inc.), Asset Purchase Agreement (Vhgi Holdings, Inc.)
Instruments of Transfer. Seller shall deliver delivered to Buyer at Closing such bills of sale, title documents and certificates of title, endorsements, assignments and consents (where required) other good and sufficient instruments of sale, conveyance, transfer and assignment in form and substance reasonably satisfactory to Buyer and its counsel sufficient to vest in sell, convey, transfer and assign to Buyer good and valid title to all of Seller's right, title and interest of Seller in and to the Purchased Assets free as set forth in this Agreement, including, without limitation, an executed Assignment in the form attached hereto as Exhibit B from Shareholder and clear of all mortgages, claims, liens, charges any other third party who has or encumbrances of any kind or nature whatsoevermay claim in interest in the Assets.
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Instruments of Transfer. Seller shall deliver have executed and delivered to Buyer at Closing such bills of sale, title documents and warranty deeds, assignments and consents other instruments of transfer and conveyance (where required) in form and substance reasonably satisfactory to Buyer and its counsel sufficient for Buyer) as shall be necessary or desirable to vest in Buyer good and valid title to all of Seller's the right, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoeverAssets.
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Instruments of Transfer. At the Closing, Seller shall deliver to Buyer at Closing Purchaser such bills of sale, endorsements, assignments, certificates of title documents and assignments other good and consents (where required) sufficient instruments of transfer as shall be necessary or proper, in form and substance satisfactory to Buyer and its the reasonable judgment of counsel sufficient for Purchaser, in order to vest in Buyer Purchaser good and valid marketable title to all of Seller's right, title and interest in and to the Purchased Assets free Assets. Simultaneously with the foregoing, Seller shall take all steps which may be necessary or appropriate in order to put Purchaser in possession and clear operating control of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoeverPurchased Assets and the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthplan Services Corp)
Instruments of Transfer. Seller shall deliver is hereby delivering to Buyer at Closing such duly executed instruments of transfer and assignment, including, without limitation, bills of sale, title documents sale and assignments and consents (where required) in form and substance reasonably satisfactory to Buyer and its counsel counsel, sufficient to vest in Buyer good and valid title to all of Seller's right, title and interest in and to the Purchased Assets Assets, free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoever, except for the Assumed Liabilities.
Appears in 1 contract
Samples: Asset Purchase Agreement (CSL Lighting Manufacturing Inc)
Instruments of Transfer. The Seller shall execute and deliver to Buyer at Closing the Purchaser such bills of sale, title assignments, endorsements, and other instruments and documents and assignments and consents (where required) in form and substance satisfactory reasonably deemed to Buyer and its counsel sufficient be necessary or appropriate to vest in Buyer good the Purchaser on the Closing Date and valid goods and marketable title to all of Seller's right, title and interest in and to the Purchased Assets Property free and clear of any and all adverse claims, mortgages, claimspledges, liens, charges charges, security interests or encumbrances other rights, interests or encumbrances, and a receipt for the price of any kind or nature whatsoeverother assets being acquired hereunder, title to which shall transfer upon delivery of such assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Benacquista Galleries Inc)
Instruments of Transfer. Seller shall deliver have delivered to Buyer at Closing Purchaser all such bills of sale, title documents assignments, consents and assignments other good and consents (where required) in form and substance satisfactory to Buyer and its counsel sufficient instruments of transfer, as shall be necessary to vest in Buyer good Purchaser good, absolute and valid marketable title to all of Seller's rightthe Assets, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, any liens, charges or encumbrances of any kind or nature whatsoever.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Us Wireless Online Inc)
Instruments of Transfer. Seller shall deliver have executed and delivered to Buyer at Closing such bills of sale, title documents and assignments and consents other instruments of transfer and conveyance (where required) in form and substance reasonably satisfactory to Buyer and its counsel sufficient for Buyer) as shall be necessary or desirable to vest in Buyer good and valid title to all of Seller's the right, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoeverAssets.
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Instruments of Transfer. At the Closing, Seller shall deliver to Buyer at Closing such deeds, bills of sale, endorsements, assignments, certificates of title documents and assignments other good and consents (where required) in form and substance satisfactory to Buyer and its counsel sufficient instruments of transfer as shall be effective to vest in Buyer good and valid marketable title to all of Seller's rightthe Assets, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, liens, pledges, charges or encumbrances and encumbrances, except for the purchase money liens reserved by Seller as provided in Section 1.5 hereof. Simultaneously therewith, Seller shall put Buyer in possession and operating control of any kind or nature whatsoeverthe Assets.
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Instruments of Transfer. At Closing, Seller shall deliver to Buyer at Closing such bills of sale, title endorsements, assignments, and such other good and sufficient documents and assignments instruments of transfer as shall be effective, in the opinion of Seller's counsel (see Section 4.2(f)(ix) of this Agreement), and consents (where required) in form and substance satisfactory acceptable to Buyer and its counsel sufficient Buyer's counsel, to vest in Buyer good good, marketable and valid indefeasible title to all of Seller's right, title and interest in and to the Purchased Assets free and clear of all mortgages, claims, liens, charges or encumbrances of any kind or nature whatsoeveras contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regency Health Services Inc)