Common use of Method of Conveyance Clause in Contracts

Method of Conveyance. The sale, transfer, conveyance and assignment by Seller of the Acquired Assets to Buyer shall be effected on the Closing Date by the execution and delivery by Seller to Buyer of instruments of transfer including: (a) the xxxx of sale in substantially the form of Exhibit 3.2(a) attached hereto (the "Xxxx of Sale"), (b) an assignment of the leases used in the Business in substantially the form of Exhibit 3.2(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 Seller, (d) assignments of patents and trademarks for the Intellectual Property to be assigned to Buyer in substantially the form of Exhibit 3.2(d) attached hereto (the "Assignment 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, all of the Acquired Assets shall, pursuant to Bankruptcy Court order be transferred by Seller to Buyer free and clear of any and all Liens, Claims, and Indebtedness (other than the Assumed Liabilities and Permitted Liens), together with any and all consents of third parties required to transfer such assets to Buyer.

Method of Conveyance. The sale, transfer, conveyance con­vey­ance and assignment by Seller the Sellers of the Acquired Assets to Buyer 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 Seller deli­very to Buyer the Purchaser of instruments of transfer including: (a) the xxxx of sale in substantially the form of Exhibit 3.2(a1.3(a) attached hereto (the "“Xxxx of Sale"”), (b) an assignment of the leases used in the Business in substantially the form of Exhibit 3.2(b) attached hereto (the "Assignment of Lease"), (c) transfer documents for the certificates of title for all of the Sellers’ vehicles used in the Business and owned by SellerBusiness, (dc) assignments of patents and trademarks for the patents and trademarks included among the Business Intellectual Property to be assigned to Buyer Property, (d) an assignment of the Sellers’ leases used in the Business in substantially the form of Exhibit 3.2(d1.3(b) attached hereto (the "“Assignment of Intellectual Property"Lease”), (e) a sublease agreement (the “Sublease”) substantially the form of Exhibit 7.11 attached hereto, and (ef) an assignment and assumption agreement executed consents to the assignments of Contracts by Seller third parties thereto in the form of Exhibit 3.2(e1.3(c) attached hereto pursuant to which Buyer shall assume the Assumed Liabilities (the "Assignment and Assumption Agreement")hereto. At the Closing, all of the Acquired Assets shall, pursuant to Bankruptcy Court order shall be transferred by Seller the Sellers to Buyer the Purchaser free and clear of any and all Liens, Claims, Claims and Indebtedness (other than the Assumed Liabilities and Permitted Liens), together with any and all consents of third parties required to transfer such assets to BuyerOrders.

Method of Conveyance. The sale, transfer, conveyance and assignment by Seller the Sellers of the Acquired Assets to Buyer Acquisition in accordance with Section 1.1 hereof shall be effected on the Closing Date by the execution and delivery by Seller the Sellers to Buyer Acquisition of instruments of transfer including: (a) the xxxx bill of sale in substantially the form of Exhibit 3.2(aEXHIBIT 1.3(A) attached hereto herexx (the "Xxxx of SaleBILL OF SALE"), (b) an assignment of the leases used in the Business in substantially ix xxbstantially the form of Exhibit 3.2(bEXHIBIT 1.3(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 Sellerthe Sellers, and (d) assignments of patents and trademarks for the Intellectual Property to be assigned to Buyer Acquisition in substantially the form of Exhibit 3.2(dEXHIBIT 1.3(C) attached hereto (the "Assignment 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 AgreementASSIGNMENT OF INTELLECTUAL PROPERTY"). At the Closing, (a) all of the Acquired Assets shall, pursuant to Bankruptcy Court order be transferred by Seller the Sellers to Buyer Acquisition free and clear of any and all Liens, Claims, Orders and Indebtedness (other than the Assumed Liabilities and Permitted LiensLiabilities), together with any and all consents of third parties required to transfer such assets to BuyerAcquisition and (b) the Sellers shall enter into the Facility Lease.

Method of Conveyance. The sale, transfer, conveyance and ---------------------- assignment by the Seller of the Acquired Assets to Buyer 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 Seller to Buyer the Purchaser of instruments of transfer including: (a) special warranty deeds to the xxxx Real Property in the form of the special warranty deed attached hereto as Exhibit 1.3(a), (b) a bill of sale in substantially the form of attached xxxeto as Exhibit 3.2(a1.3(b) attached hereto (the "Xxxx Bill of Sale"), (bc) an assignment of xx the Seller's leases used included in the Business Acquired Assets in substantially the form of Exhibit 3.2(b1.3(c) attached hereto (the "Assignment 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 Seller, (d) assignments of patents and trademarks for the Intellectual Property to be assigned to Buyer in substantially the form of Exhibit 3.2(d) attached hereto (the "Assignment of Intellectual Property")Acquired Assets, and (e) an assignment and assumption agreement executed by Seller assignments of trademarks for the trademarks included in the form of Exhibit 3.2(e) attached hereto pursuant to which Buyer shall assume the Assumed Liabilities (the "Assignment and Assumption Agreement")Acquired Assets. At the Closing, all of the Acquired Assets shall, pursuant to Bankruptcy Court order shall be transferred by the Seller to Buyer the Purchaser free and clear of any and all Liens, Claims, and Indebtedness (other than the Assumed Liabilities and Permitted Liens), together with any and all consents of third parties required to transfer such assets to Buyer.