Sale at Closing Date. The sale, conveyance, transfer, assignment and delivery by the Sellers of the Purchased Property to the Buyer, as herein provided, shall be effected on the Closing Date by a Xxxx of Sale and Assignment Agreement in a form reasonably acceptable to the Sellers.
Sale at Closing Date. The sale, transfer, assignment and delivery by the Seller of the Subject Assets to the Buyer or its assignee shall be consummated on the Closing Date by Documents of Conveyance and shall be effective at the Effective Time.
Sale at Closing Date. The sale, transfer, assignment and delivery by Seller of the Purchased Assets to Purchaser, and the assumption by Purchaser of the Assumed Liabilities, as herein provided shall be effected on the Closing Date by (a) the execution and delivery by Seller and Purchaser of an Assignment and Assumption Agreement for the Lease and each of the Other Contracts substantially in the form of EXHIBIT A, pursuant to which Assignment and Assumption Agreements Purchaser shall be subject to all liabilities and obligations under the Assigned Contracts which accrue after the Closing Date, and (b) with respect to the other Purchased Assets and Assumed Liabilities, by the execution and delivery by the Sellers and Purchaser of the Bill xx Sale and Assumption Agreement substantially in the form of EXHIBIT B.
Sale at Closing Date. (a) The sale, transfer, assignment and delivery by Seller of the Purchased Assets, Leased Properties and Subleased Properties to Purchaser, and the assumption by Purchaser of the Assumed Liabilities as herein provided, shall be effected on the Closing Date by the execution and delivery by Seller and Purchaser of (i) a Lease Assignment and Assumption Agreement, substantially in the form of EXHIBIT C, for the Assigned Leases, pursuant to which Lease Assignment and Assumption Agreements Purchaser shall confirm its assumption of all liabilities and obligations under the Assigned Leases which accrue from and after the Closing Date; (ii) a Lease with respect to each Leased Property, (iii) a Sublease with respect to each Subleased Property being sublet to Purchaser; (iv) limited warranty deeds with respect to the Purchased Real Properties and (v) an Assignment and Assumption Agreement for the Other Contracts, substantially in the form of EXHIBIT A. With respect to the other Purchased Assets and Assumed Liabilities, Seller shall execute and deliver to Purchaser a Bill of Sale and Assumption Agreement substantially in the form of EXHXXXX B.
Sale at Closing Date. The sale, transfer, assignment and delivery by the Seller of the Purchased Property to the Buyer, as herein provided, shall be effected on the Closing Date by this Agreement and the Bill of Sale, and such other deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance as counsel for the Buyer may reasonably require in order to provide for the proper legal transfer of the Purchased Property to Buyer.
Sale at Closing Date. 2.1 At Closing, good and marketable title to the Acquired Assets will be conveyed to the Buyer by the Company subject to existing mortgages, claims, pledges, liens, charges, security interests, limitations, exceptions, restrictions, or other encumbrances of any kind (collectively "Liens").
Sale at Closing Date. THE SALE, TRANSFER, ASSIGNMENT AND DELIVERY BY SELLER OF THE PURCHASED ASSETS TO PURCHASER, AND THE ASSUMPTION BY PURCHASER OF THE ASSUMED LIABILITIES, AS HEREIN PROVIDED SHALL BE EFFECTED ON THE CLOSING DATE BY (A) THE EXECUTION AND DELIVERY BY SELLER AND PURCHASER OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE LEASE AND EACH OF THE OTHER CONTRACTS SUBSTANTIALLY IN THE FORM OF EXHIBIT A, PURSUANT TO WHICH ASSIGNMENT AND ASSUMPTION AGREEMENTS PURCHASER SHALL BE SUBJECT TO ALL LIABILITIES AND OBLIGATIONS UNDER THE ASSIGNED CONTRACTS WHICH ACCRUE AFTER THE CLOSING DATE, AND (B) WITH RESPECT TO THE OTHER PURCHASED ASSETS AND ASSUMED LIABILITIES, BY THE EXECUTION AND DELIVERY BY THE SELLER AND PURCHASER OF THE BILL XX SALE AND ASSUMPTION AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT B.
Sale at Closing Date. The sale, transfer, assignment and delivery by Seller of the Purchased Assets to the Purchaser, as herein provided, shall be affected on the Closing Date. Seller shall duly execute and deliver a bxxx of sale (“Bxxx of Sale”) in the form attached hereto as Exhibit A, an assignment of the Trademarks (the “Trademark Assignment”) in the form attached hereto as Exhibit B, an assignment of the Patents (the “Patent Assignment”) in the form attached hereto as Exhibit C.
Sale at Closing Date. The sale, transfer, assignment and delivery by the Seller of the Purchased Property to the Buyer, as herein provided (the "Sale"), shall be effected on the Closing Date by deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance reasonably satisfactory in form and substance to counsel for the Buyer including, with respect to the shares of Derby Holding (Deutschland) GmbH and others, as applicable, a duly notarized deed of conveyance substantially in the form of Exhibit A hereto.
Sale at Closing Date. The sale, transfer, assignment and delivery by the Sellers of the Purchased Assets to Purchaser, and the assumption by Purchaser of the Assumed Liabilities, as herein provided shall be effected on the Closing Date by (a) the execution and delivery by the Sellers and Purchaser of an assignment and assumption of the Assigned Contracts substantially in the form of Exhibit A, subject only to Permitted Liens, and (b) with respect to the other Purchased Assets and Assumed Liabilities, by the execution and delivery by the Sellers and Purchaser of a xxxx of sale and assumption agreement substantially in the form of Exhibit B.
