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. 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. (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 the Company of the Assets to the Buyer in accordance with Section 2.1(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 and other restrictions or charges of any kind or nature whatsoever.
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 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 Purchase Price, less the amount of the Holdback Fund described in Section 2.3, the sale, transfer, conveyance, assignment and delivery by Seller of the Purchased Assets to Buyer in accordance with Section 2 shall be effected as of the Effective Time of Closing by Seller's execution and delivery of one or more bills of sale, assignments, and other instruments of conveyance and transfer, as Buyer reasonably deems necessary to vest in Buyer good and clear record and marketable title to, the Purchased Assets, free and clear of any and all liens, encumbrances, claims, charges, security interests, rights of Seller 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 for (i) Liens for current taxes not yet due, (ii) undetermined and inchoate Liens arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Law (as defined herein) or of which written notice has not been duly given in accordance with applicable Law or which, though filed or registered, relate to obligations not due or delinquent, (iii) Liens, if any, which are specifically identified in Schedule 1.3(a), (iv) Liens, if any, created by Buyer, and (v) Liens which are or which relate only to the Assumed Obligations (collectively, "Permitted Liens").
(b) Seller shall be responsible for and shall pay all transfer taxes, recording fees and documentary stamps (collectively, "Transfer Taxes"), payable by reason of the purchase and sale of the Purchased Assets to Buyer, assignment of the Leases to Buyer or Buyer's assumption of the Assumed Obligations hereunder.
(c) Seller covenants and agrees that if either (i) any of the Purchased Assets cannot be transferred or assigned by Seller 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 Effective Time of Closing, or (ii) any of the Purchased Assets are non-assignable in their nature, Seller hereby transfers to Buyer all of Seller's beneficial interest in and to the same, in any event, and Seller covenants and agrees, (x) to hold such Purchased Assets in tru...
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 Seller of the WP Sub Capital Stock to Buyer in accordance with Section 1.1 hereof shall be effected on the Closing Date by Seller's execution and delivery of certificates representing all issued and outstanding shares of WP Sub Capital Stock to Buyer, together with duly executed stock powers with Medallion guaranty of signature sufficient to transfer all shares of WP Sub Capital Stock to Buyer.
(b) At the Closing Seller shall transfer, convey, assign and deliver to Buyer the WP Sub Capital Stock certificates free and clear of any and all liens, encumbrances, claims, rights of Seller or any third party rights and other restrictions of any kind or nature whatsoever (collectively, "Liens").
