Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing (i) a xxxx of sale (in substantially the form of Exhibit A), and (iii) all such assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto.
Transfer and Conveyance. At the Effective Time, all of the rights, privileges, and powers of the Corporation and the Company, and all property, real, personal, and mixed, and all debts due to each of the Corporation and the Company, as well as all other things and causes of action belonging to each of the Corporation and the Company shall be vested in the Corporation as the Survivor, and shall thereafter be the property of the Survivor.
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing, (i) a xxxx of sale (the "Xxxx of Sale"); and (ii) the Assignment and Assumption Agreement; in each case in substantially the forms attached hereto as EXHIBITS "A" and "B," respectively; and (iii) all such assignments, endorsements and instruments of transfer, if any, as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to the Assets and all right, title and interest of Seller thereto. Seller shall execute and deliver to Buyer at the Closing the Assignment and Assumption Agreement. Seller shall prepare appropriate forms of instructions of transfer and conveyance in conformity with this Agreement and shall submit them to Buyer for examination twenty-four (24) hours prior to the Closing Date. Any time and from time to time after the Closing Date, on Buyer's request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this Agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the Assets sold to Buyer.
Transfer and Conveyance of the Subsequent ----------------------------------------- Business Loans. --------------
(a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date contribute, transfer, assign, set over and otherwise convey without recourse, to the Trust all right, title and interest of the Seller in and to each Subsequent Business Loan listed on the Business Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Business Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in and to all insurance policies; provided, -------- however, that the Seller reserves and retains all its right, title and interest ------- in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Business Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Subsequent Business Loans set forth on the Business Loan Schedule to the Trust shall be absolute and shall be intended by all parties hereto to be treated as a contribution by the Seller. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Transfer Date of the Subsequent Business Loans so transferred.
(b) The Seller shall transfer to the Trust the Subsequent Business Loans and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Seller shall have provided the Indenture Trustee with a timely Addition Notice and shall have provided any information reasonably requested by it with respect to the Subsequent Business Loans;
(ii) the Seller shall have delivered to the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee) that shall include a Business Loan Schedule, listing the Subsequent Business Loans and any other exhibits listed thereon;
(iii) the Seller shall have deposited in the applicable Principal and Interest Account all collections in respect of the Subs...
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing a (i) xxxx of sale (the "Xxxx of Sale"); (ii) the Assignment and Assumption Agreement; (iii) assignment of Intellectual Property Rights (the "Assignment of Intellectual Property Rights"), in each case in substantially the forms attached hereto as Exhibits A, B and C, respectively; and (iv) all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto. Buyer shall execute and deliver to Seller at the Closing the Assignment and Assumption Agreement.
Transfer and Conveyance. Subject to all of the terms, conditions, representations, warranties and covenants set forth herein, JPII hereby transfers and conveys (without reservation and free and clear from all encumbrances) to FSGI the BPTI Shares and FSGI hereby transfers and conveys (without reservation and free and clear from all encumbrances) to JPII the FSGI Shares.
Transfer and Conveyance. The District agrees to convey and assign to [BUYER] all of the District’s rights, titles, and interest in the Equipment as listed in Exhibit A.
Transfer and Conveyance. The Stock and the Purchased Assets will be conveyed to Buyer in accordance with Article VIII.
Transfer and Conveyance. Samaritan shall execute and deliver to the Company at or prior to the Closing a Xxxx of Sale and Assignment in substantially the form attached hereto as Exhibit A and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in the Company title to all of the Assets and all right, title and interest of Samaritan thereto.
Transfer and Conveyance. Subject to all of the terms, conditions, representations, warranties and covenants set forth in this Agreement, Xx. Xxxxxxx has transferred and conveyed (without reservation and free and clear from all encumbrances) to CSCA the S&J Shares on the Closing Date. Correspondingly, CSCA has transferred and conveyed (without reservation and free and clear from all encumbrances) to Xx. Xxxxxxx the CSCA Shares.
