Common use of Method of Conveyance Clause in Contracts

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 and ---------------------- assignment by the Sellers Seller of the Acquired Assets to Acquisition the Purchaser in accordance with Section 1.1 hereof shall be effected on the Closing Date at the Closing by the Seller's execution and delivery by to the Sellers to Acquisition Purchaser of instruments of transfer including: (a) special warranty deeds to the bill of sale Real Property in substantially the form of EXHIBIT 1.3(A) the special warranty deed attached herexx (the "BILL OF SALE"hereto as Exhibit 1.3(a), (b) a bill of sale in the form attached xxxeto as Exhibit 1.3(b) (the "Bill of Sale"), (c) an assignment of xx the Seller's leases used included in the Business ix xxbstantially Acquired Assets in the form of EXHIBIT 1.3(BExhibit 1.3 (c) attached hereto (the "ASSIGNMENT OF LEASEAssignment of Lease"), (cd) transfer documents for the certificates of title for all of the Seller's vehicles used included in the Business and owned by the SellersAcquired Assets, and (de) assignments of patents and trademarks for the Intellectual Property to be assigned to Acquisition trademarks included in substantially the form of EXHIBIT 1.3(C) attached hereto (the "ASSIGNMENT OF INTELLECTUAL PROPERTY")Acquired Assets. At the Closing, (a) all of the Acquired Assets shall, pursuant to Bankruptcy Court order shall be transferred by the Sellers Seller to Acquisition the Purchaser 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 LeasePermitted Liens.

Method of Conveyance. The sale, transfer, conveyance and assignment by the Sellers Seller of the Acquired Assets to Acquisition in accordance with Section 1.1 hereof Buyer shall be effected on the Closing Date by the execution and delivery by the Sellers Seller to Acquisition Buyer of instruments of transfer including: (a) the bill xxxx of sale in substantially the form of EXHIBIT 1.3(AExhibit 3.2(a) attached herexx hereto (the "BILL OF SALEXxxx of Sale"), (b) an assignment of the leases used in the Business ix xxbstantially in substantially the form of EXHIBIT 1.3(BExhibit 3.2(b) attached hereto (the "ASSIGNMENT OF LEASEAssignment of Lease"), (c) transfer documents for the certificates of title for all of the vehicles used in the Business and owned by the SellersSeller, and (d) assignments of patents and trademarks for the Intellectual Property to be assigned to Acquisition Buyer in substantially the form of EXHIBIT 1.3(CExhibit 3.2(d) attached hereto (the "ASSIGNMENT OF INTELLECTUAL PROPERTYAssignment of Intellectual Property"), and (e) an assignment and assumption agreement executed by Seller in the form of Exhibit 3.2(e) attached hereto pursuant to which Buyer shall assume the Assumed Liabilities (the "Assignment and Assumption Agreement"). At the Closing, (a) all of the Acquired Assets shall, pursuant to Bankruptcy Court order be transferred by the Sellers Seller to Acquisition Buyer free and clear of any and all Liens, Claims, Orders and Indebtedness (other than the Assumed LiabilitiesLiabilities and Permitted Liens), 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 LeaseBuyer.

Method of Conveyance. The sale, transfer, conveyance con­vey­ance and assignment by the Sellers of the Acquired Assets to Acquisition the Pur­chaser in accordance with Section 1.1 hereof shall be effected effec­ted on the Closing Date at the Closing by the Sellers’ execution and delivery by deli­very to the Sellers to Acquisition Purchaser of instruments of transfer including: (a) the bill xxxx 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(BExhibit 1.3(a) attached hereto (the "ASSIGNMENT OF LEASE"“Xxxx of Sale”), (cb) transfer documents for the certificates of title for all of the Sellers’ vehicles used in the Business and owned by the SellersBusiness, and (dc) assignments of patents and trademarks for the patents and trademarks included among the Business Intellectual Property to be assigned to Acquisition Property, (d) an assignment of the Sellers’ leases used in the Business in substantially the form of EXHIBIT 1.3(CExhibit 1.3(b) attached hereto (the "ASSIGNMENT OF INTELLECTUAL PROPERTY"“Assignment of Lease”), (e) a sublease agreement (the “Sublease”) substantially the form of Exhibit 7.11 attached hereto, and (f) consents to the assignments of Contracts by third parties thereto in the form of Exhibit 1.3(c) hereto. At the Closing, (a) all of the Acquired Assets shall, pursuant to Bankruptcy Court order shall be transferred by the Sellers to Acquisition the Purchaser free and clear of any and all Liens, Claims, Orders Claims 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 LeaseOrders.