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.
Appears in 2 contracts
Samples: Acquisition Agreement (SoftNet Technology Corp.), Acquisition Agreement (T & G2)
Method of Conveyance. (a) Upon delivery of At the Acquisition SharesClosing, Seller shall effectuate the sale, transfer, conveyance, assignment and delivery by Seller of the Purchased A&E Business to Buyer in accordance with Section 1.1 hereof and shall be effected on the Closing Date deemed effective as of July 1, 2004 and shall be evidenced 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&Eall of Seller's assets, 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.
Appears in 2 contracts
Samples: Acquisition Agreement (SoftNet Technology Corp.), Acquisition Agreement (SoftNet Technology Corp.)
Method of Conveyance. (a) Upon delivery of At the Acquisition SharesClosing, Seller shall effectuate the sale, transfer, conveyance, assignment and delivery by Seller of the Purchased A&E Business to Buyer in accordance with Section 1.1 hereof and shall be effected on the Closing Date deemed effective as of January 1, 2005 and shall be evidenced 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&Eall of Seller's assets, 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.
Appears in 1 contract