We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Method of Conveyance Sample Clauses

Method of Conveyance. (a) Upon delivery of the Acquisition Shares, the sale, transfer, conveyance, assignment and delivery by Seller of the Purchased A&E to Buyer in accordance with Section 1.1 shall be effected on the Closing Date by Seller's execution and delivery of one or more bills of sale, assignments, and other instruments of conveyance and transfer. (b) At the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer title to: (i) the Personal Property specifically set forth on Schedule 1.1(a) hereto by a separate Xxxx of Sale and Assignment in the form ---------------- attached hereto as Exhibit 5.5(a), free and clear of any and all liens, security -------------- interests and rights of Seller (collectively, "Liens"), except for Liens, ----- encumbrances and other encroachments specifically identified in Schedule 1.3(b) --------------- (collectively, the "Permitted Liens") and Liens, if any, created by Buyer, and ---------------- subject to the Assumed Obligations (c) At the Closing, except as expressly set forth in Section 1.3(b) with respect to the Personal Property, Seller shall remise, release and quitclaim to Buyer all Seller's right, title and interest in and to the Purchased A&E, without warranties or covenants of title or otherwise, and subject to the Assumed Obligations. The form of such quitclaim conveyance shall be in a form reasonably acceptable to counsel for Seller and Buyer giving effect to the terms of this Agreement.
Method of Conveyance. (a) The sale, transfer, conveyance, assignment and delivery by Sellers of the Securities to the Buyer in accordance with Section 1.1 hereof shall be effected on the Closing Date by Sellers' execution and delivery of the Securities and the customary stock powers, duly guaranteed and other appropriate documents (collectively, the "Instruments of Conveyance") to the Buyer, or its assignees. (b) At the Closing, good and valid title to all of the Securities shall be transferred, conveyed, assigned and delivered by the Sellers to the Buyer, or its assignees, pursuant to this Agreement and the Instruments of Conveyance, free and clear of any and all Liens (as defined below). For the purposes of this Agreement, the term "Lien" shall mean any pledge, security interest, encumbrance, lien or charge of any kind whatsoever.
Method of ConveyanceThe sale, transfer, conveyance, assignment and delivery by Seller of the Acquired Assets to Purchaser in accordance with Section 2.1 hereof shall be effected on the Closing Date by Seller's execution and delivery to Purchaser of one or more bills of sale, assignments and other conveyance instruments with respect to Seller's transfer of the Acquired Assets in form and scope reasonably satisfactory to Purchaser (collectively the "Conveyance Documents"). At the Closing, all of Seller's right, title or interest in and to all of the Acquired Assets shall be transferred, conveyed, assigned and delivered by Seller to Purchaser pursuant to the Conveyance Documents.
Method of ConveyanceThe sale, transfer, conveyance, assignment and delivery by Seller of the BC Assets to Buyer on the Closing Date by Seller’s execution and delivery to Buyer of one or more bills of sale, assignments and other conveyance instruments with respect to Seller’s transfer of the BC Assets including but not necessarily limited to all Intangible Rights in form and scope reasonably satisfactory to Buyer (collectively the “Conveyance Documents”). At the Closing, Seller shall transfer, convey, assign and deliver good, valid and, to the extent applicable, marketable title to the BC Assets to Buyer pursuant to the Conveyance Documents, free and clear of any and all liabilities, obligations, debts, costs, expenses, encumbrances, and Liens.
Method of Conveyance. 1.5.1. The sale, assignment, transfer, delivery and conveyance by the Company to Purchaser in accordance with this Article 1 shall be effected by the Company’s delivery of the items specified in Section 3.2 in accordance therewith, at the Closing. 1.5.2. To the extent that the assignment by the Company to Purchaser pursuant to the terms hereof of any Purchased Asset is not permitted without the consent of another Person or Persons or would otherwise constitute a breach or other contravention under any Contract or Applicable Law to which the Company is a party or by which it is bound, or in any way adversely affects rights of the Company or, upon transfer, Purchaser with respect to such Purchased Asset, this Agreement and the Assignment and Assumption Agreement shall not be deemed to constitute an assignment of any such Purchased Asset if such consent is not obtained, and such asset (a “Contingent Asset”) shall only become a Purchased Asset if and when such consent is obtained. The Company shall use its commercially reasonable efforts to obtain any consents or waivers required to assign to Purchaser any Contingent Asset, without any conditions to such transfer (including the making of any payments) or changes or modifications of terms thereunder. If any such consent is not obtained prior to Closing or if any attempted assignment would be ineffective or would impair Purchaser’s rights under the Purchased Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, the Company, to the maximum extent permitted by Applicable Law, shall act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Applicable Law, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser. Notwithstanding any provision in this Section 1.5.2 to the contrary, Purchaser shall not be deemed to have waived its rights under Section 7.2 hereof unless and until Purchaser either provides written waivers thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.
Method of Conveyance. (a) The sale, transfer, conveyance, assignment and delivery by the Seller of the Assets to the Buyer in accordance with Section 1.1 hereof shall be effected on the Closing Date by the Seller's execution and delivery of assignments of leases, bills of sale and other instruments of conveyance and transfer as applicable substantially in the forms attached hereto as Exhibit B (collectively, the "Instruments of Conveyance"). (b) At the Closing, good and valid title to all of the Assets shall be transferred, conveyed, assigned and delivered by the Seller to the Buyer pursuant to this Agreement and the Instruments of Conveyance, free and clear of any and all Liens (as defined below) except as set forth in Section 3.10 of the Disclosure Schedule. For the purposes of this Agreement, the term "Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind whatsoever (including any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or similar statute of any jurisdiction) including materialmen's, mechanics', repairmen's, employees', operators' or other similar Liens arising in the ordinary course of business incidental to construction, maintenance or operation of any property of the Seller that have not as of the date hereof been filed pursuant to law. No Lien or Liens may individually or in the aggregate interfere materially with the use or operation by the Seller of the property affected thereby for the purposes for which such property was acquired or is held by the Seller.
Method of Conveyance. (A) The sale, transfer, conveyance, assignment and delivery by the Sellers of the Assets to the Buyer in accordance with Section 1(a) hereof shall be effected on the Closing Date by the Sellers’ execution and delivery to the Buyer of one or more Bills of Sale, Assignments and other conveyance instruments with respect to the Sellerstransfer of Intangible Rights, real property interests and other Assets in form and scope reasonably satisfactory to Buyer (collectively the “Conveyance Documents”). At the Closing, good, valid and marketable title to all of the Assets shall be transferred, conveyed, assigned and delivered by the Company to the Buyer pursuant to the Conveyance Documents, free and clear of any and all Liens, excepting Assumed Obligations (as defined below).
Method of ConveyanceThe sale, transfer, conveyance, assignment and delivery by Seller of the Acquired Assets to Purchaser in accordance with Section 1.1 shall be effected on the Closing Date by Seller’s execution and delivery to Purchaser of one or more bills of sale, assignments and other conveyance instruments with respect to Seller’s transfer of the Acquired Assets in form and scope reasonably satisfactory to Purchaser (collectively, the “Conveyance Documents”). At the Closing, good, valid and marketable title to all of the Acquired Assets shall be transferred, conveyed, assigned and delivered by Seller to Purchaser pursuant to the Conveyance Documents, free and clear of any and all liens, encumbrances, mortgages, security interests, pledges, claims, equities and other restrictions or charges of any kind or nature whatsoever.
Method of ConveyanceThe sale, transfer, conveyance, assignment and delivery by the Company of the Assets to the Buyer in accordance with SECTION 1.1(A) hereof shall be effected on the Closing Date by the Company's execution and delivery to the Buyer of one or more Bills of Sale, Assignments and other conveyance instruments with respect to the Company's transfer of Intangible Rights, real property interests and other Assets in form and scope reasonably satisfactory to Buyer (collectively the "CONVEYANCE DOCUMENTS"). At the Closing, good, valid and marketable title to all of the Assets shall be transferred, conveyed, assigned and delivered by the Company to the Buyer pursuant to the Conveyance Documents, free and clear of any and all liens, encumbrances, mortgages, security interests, pledges, claims, equities, charges and other restrictions or limitations of any kind or nature whatsoever ("LIENS"), excepting Assumed Obligations as hereinafter provided in subparagraph (f) of this Section 1.
Method of Conveyance. (a) The sale, transfer, conveyance, assignment and delivery by Seller of the Assets to Buyer in accordance with Section 1.1 hereof shall be effected on the Closing Date by Seller's execution and delivery of one or more bills of sale and other instruments of conveyance and transfer, substantially in the forms attached hereto as Exhibit A (the "Bill of Sale"). (b) At the Closing Seller shall transfer, xxxvey, assign and deliver to Buyer all of the Assets pursuant to this Agreement and the Bill of Sale free and clear of any and all liens, encumbrances, claims, rights of Seller or any third party rights of redemption equities, and other restrictions of any kind or nature whatsoever (collectively, "Liens"), except for liens for current taxes not yet due and except as set forth in Section 3.10(c) of the Disclosure Schedule, and subject only to those liabilities or obligations of Seller in respect of the Business to be specifically assumed by Buyer pursuant to Section 1.4 and Section 2.4 hereof. (c) Seller and Buyer will equally share all of the costs payable by reason of the purchase and sale of the Assets hereunder or Buyer's assumption of the Assumed Obligations and the Assumed Liabilities hereunder. (d) Seller covenants and agrees that in the event that either (i) any of the Assets cannot be transferred or assigned by it without the consent of or notice to a third party and in respect of which any necessary consent or notice has not as of the Closing Date been given or obtained, or (ii) any Assets are non-assignable in their nature, Seller will use its reasonable best efforts to cause the beneficial interest in and to the same to in any event pass to the Buyer; and Seller covenants and agrees, on and after the Closing Date, (x) to use its reasonable best efforts to hold such Assets in trust for, and for the benefit of, the Buyer; (y) to continue, to use its reasonable best efforts, on and after the Closing Date, to obtain and to secure such consent and give such notice as may be required to effect a valid transfer or transfers of such Assets to the extent such consent reasonably can be obtained; provided, however, that, in the case of Leases to be transferred as part of the Assets, Seller shall continue, if such consent will not be obtained and/or until any such consent is received, as a party to each such Lease for the benefit of the Buyer, and Buyer shall perform Seller's post-Closing obligations under such Leases as specifically set forth in subleases betw...