Transfer and Assumption Documents. In furtherance of the distribution, assignment, transfer and conveyance of Generico Assets and the acceptance and assumption of Generico Liabilities as provided for in this Section 3.01, New Alpha, LLC and Generico shall execute and deliver, and New Alpha, LLC shall cause the Alpha Subsidiaries to, and Generico shall cause the Generico Subsidiaries to, execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance, assignment and assumption (“Conveyance and Assumption Instruments”) as and to the extent necessary to evidence the transfer, conveyance and assignment of all of New Alpha, LLC’s and the Alpha Subsidiaries’ rights, title and interest in and to the Generico Assets to Generico, and the acceptance and assumption by Generico of the Generico Liabilities, in each case with effect as of the date hereof, subject to Section 3.01(i) and Section 3.01(j).
Transfer and Assumption Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 3.2(a), (i) each of Post and BellRing LLC shall execute and deliver, and shall cause the applicable members of their respective Groups to execute and deliver, to the other applicable Party (or the applicable members of its Group) such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of their respective Groups’ right, title and interest in and to such Assets to the other Party and the applicable members of its Group, and (ii) each of Post and BellRing LLC shall execute and deliver, and shall cause the applicable members of their respective Groups to execute and deliver, to the other applicable Party (or the applicable members of its Group) such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 3.2(a). All of the foregoing documents contemplated by this Section 3.2(b) shall be referred to collectively herein as the “Transfer and Assumption Documents.” The Transfer and Assumption Documents shall effect certain of the transactions contemplated by this Agreement and, notwithstanding anything in this Agreement to the contrary, shall not expand or limit any of the obligations, covenants or agreements in this Agreement. It is expressly agreed that in the event of any conflict between the terms of the Transfer and Assumption Documents and the terms of this Agreement or the Tax Matters Agreement, the terms of this Agreement or the Tax Matters Agreement, as applicable, shall control.
Transfer and Assumption Documents. Sellers shall convey title to Buyer to the Assets and Buyer shall assume the Assumed Liabilities by executing documents in substantially the form set forth on Exhibit C.
Transfer and Assumption Documents. (a) At the Closing, the members of the Winlit Group shall deliver to Buyer such deeds, bills of sale, endorsements, assignments and other instruments of sale, conveyance, transfer and assignment, satisfactory in form and substance to Buyer and its counsel, as may be requested by Buyer, in order to convey to Buyer good and marketable title to the Assets, free and clear of all Encumbrances.
(b) At the Closing, the members of the Winlit Group shall deliver to Buyer all written consents which are required under any contract or agreement being assigned to Buyer hereunder; provided, however, that as to any such contract or agreement the assignment of which by its terms requires prior consent of the parties thereto, if such consent is not obtained prior to or on the Closing Date, the members of the Winlit Group shall deliver to Buyer written documentation setting forth arrangements for the transfer of the economic benefit of such contracts or agreements to Buyer as of the Closing Date under terms and conditions acceptable to Buyer.
(c) At the Closing, Buyer will deliver to Winlit such instruments and documents, satisfactory in form and substance to Winlit and its counsel, as may be requested by Winlit in order to effect the assumption of the Assumed Obligations by Buyer.
Transfer and Assumption Documents. Buyer shall have delivered to Seller at the Closing the items specified in Section 4.3.
Transfer and Assumption Documents. Seller shall convey title to Back-Up Buyer by executing documents in form and substance reasonably acceptable to Back-Up Buyer.
Transfer and Assumption Documents. Seller shall convey title to Buyer by executing documents in form and substance reasonably acceptable to Buyer. Such conveyance shall include 100% of the working interest in the Xxxxxx 25 Well including implementing the settlement agreement with no cost to the Seller or credit against the Purchase Price. Buyer shall provide reasonable cooperation to Seller to assist Seller in satisfaction of this condition.
Transfer and Assumption Documents. 32 11.2 Third Party Consents...........................................................................32 11.3 The Purchase Price.............................................................................32 11.4
Transfer and Assumption Documents. Seller shall deliver to Buyer duly executed transfer documents and/or instruments of assignment with respect to the Assets in form and substance reasonably acceptable to Buyer's and Seller's legal counsel. Seller and Buyer will enter into the Bill xx Sale, Assignment and Assumption Agreement.
Transfer and Assumption Documents. Seller shall sell, transfer, assign, convey, and deliver to Buyer at the Closing the Assets by (i) a warranty xxxx of sale and assignment in the form of Exhibit B hereto, (ii) an Assignment of Trademark for submission to the Patent and Trademark Office in the form of Exhibit C hereto to transfer the Trademark, and (iii) such other good and sufficient instruments of sale, assignment, conveyance and transfer as shall be required to effectively vest in Buyer all of Seller's right, title, and interest in and to the Assets, free and clear of all liens, encumbrances, security interests, actions, claims and equities of any kind whatsoever. At the Closing, Buyer shall execute and deliver to Seller such instruments of assumption, satisfactory in form and substance to Seller, as shall be reasonably necessary to evidence Buyer's assumption of the Assumed Liabilities. Buyer shall be entitled to possession of the Assets upon the Closing and Buyer shall have until February 28, 2000 to remove the Assets from Seller's premises. Buyer shall, at its expense, remove the pedestal, antenna and radome from the tower attached to the roof of Seller's building, and Seller shall be responsible for the disposal of the tower and all repair to the building not negligently caused by Buyer's removal of the pedestal, antenna and radome. From time to time after the Closing, at Buyer's request and without further consideration, Seller agrees to execute and deliver such other instruments of conveyance and transfer and take such other action as Buyer reasonably may require more effectively to convey, transfer to and vest in Buyer, and to put Buyer in possession of, any of the Assets. From time to time after the Closing, at Seller's request and without further consideration, Buyer agrees to execute and deliver such other instruments of assumption and take such other action as Seller reasonably may require to more effectively evidence Buyer's assumption of the Assumed Liabilities.
