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 Conveyance. The 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 Conveyance. The sale, transfer, conveyance and assignment by the Sellers of the Acquired Assets to Acquisition in accordance with Section 1.1 hereof shall be effected on the Closing Date by the execution and delivery by the Sellers to Acquisition of instruments of transfer including: (a) the bill of sale in substantially the form of EXHIBIT 1.3(A) attached herexx (the "BILL OF SALE"), (b) an assignment of the leases used in the Business ix xxbstantially the form of EXHIBIT 1.3(B) attached hereto (the "ASSIGNMENT OF LEASE"), (c) transfer documents for the certificates of title for all of the vehicles used in the Business and owned by the Sellers, and (d) assignments of patents and trademarks for the Intellectual Property to be assigned to Acquisition in substantially the form of EXHIBIT 1.3(C) attached hereto (the "ASSIGNMENT OF INTELLECTUAL PROPERTY"). At the Closing, (a) all of the Acquired Assets shall, pursuant to Bankruptcy Court order be transferred by the Sellers to Acquisition free and clear of any and all Liens, Claims, Orders and Indebtedness (other than the Assumed Liabilities), together with any and all consents of third parties required to transfer such assets to Acquisition and (b) the Sellers shall enter into the Facility Lease.
Method of Conveyance. The sale, transfer, conveyance, assignment and delivery by the Company of the Assets to the Buyer in accordance with Section 1.01(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 and other restrictions or charges of any kind or nature whatsoever, excepting, however, the liabilities set forth in Schedule 1.01(c).
Method of Conveyance. The 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. (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 Sellers’ 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, excepting Assumed Obligations (as defined below).
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. 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) Upon payment of the Acquisition Consideration described in Section 3.1, the sale, transfer, conveyance, assignment and delivery by TSA of the Assets to the Buyer in accordance with Section 5.1 shall be effected at the Closing by TSA's execution and delivery of one or more bills of sale, assignments, and other instruments of conveyance and transfer.
(b) At the Closing, TSA shall sell, transfer, convey, assign and deliver to the Buyer fee simple absolute title to and exclusive possession of all of the Assets free and clear of any and all liens, encumbrances, claims, charges, security interests, rights of TSA and any third party, rights of redemption, equities, and any other restrictions of any kind or nature whatsoever, including any leases, escrows, options, security or other deposits, rights of redemption, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements (collectively, "Liens") except as set forth on Schedule 5.3(b).
(c) TSA covenants and agrees that if any of the Assets cannot be transferred or assigned by TSA without the consent of or notice to a third party and in respect of which any necessary consent or notice has not been obtained or given as of the Closing Date, or any of the Assets are non-assignable in their nature, TSA will cause the beneficial interest in and to the same, in any event, to pass to the Buyer; and TSA covenants and agrees, on and after the Closing Date, (x) to hold such Assets in trust for, and for the benefit of, the Buyer; and (y) to use its best efforts to obtain and secure such consent within 30 days of the Closing Date and to give such notice as may be required to effect valid transfer(s) or assignment(s) of such Assets; and (z) to make or complete such transfer(s) or assignment(s) as soon as possible. In determining whether TSA shall have used its best efforts as required by this Section 5.3(c), TSA shall not be required to pay any consideration for obtaining any consents.
