Transfer and Delivery of Assets Sample Clauses

Transfer and Delivery of Assets. AMT shall direct The Bank of New York Mellon (“BNYM”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYM, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM shall deliver to those persons at JPMorgan who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.

Transfer and Delivery of Assets. The Acquired Fund Trust shall direct The Bank of New York Mellon (“BNYM”), as custodian for the Acquired Fund, to deliver to the Acquiring Fund Trust at the Closing a certificate or representation of an authorized officer of BNYM stating that the Assets were delivered in proper form to the Acquiring Fund at the Effective Time. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYM, as custodian for the Acquired Fund, to those persons at Brown Brothers Hxxxxxxx & Co (“BBH”), as custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. BNYM shall deliver to those persons at BBH who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of BNYM and of each “Securities Depository,” as defined in Rule 17f-4 under the 1940 Act, or other custodian as authorized under the 1940 Act, in which the Assets are deposited, the Assets deposited with such depositories or other custodian. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds or such other appropriate means on the Closing Date.

Transfer and Delivery of Assets. The Acquired Fund shall direct The Bank of New York Mellon (“BNY”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer stating that the Assets were delivered in proper form to the Acquiring Fund at the Effective Time. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by BNY, on behalf of the Acquired Fund, to State Street Bank and Trust Company (“State Street”), as custodian for the Acquiring Fund. Such presentation shall be made for examination as soon as reasonably practicable and shall be transferred and delivered by the Acquired Fund as soon as reasonably practicable for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNY, on behalf of the Acquired Fund, shall deliver to State Street, as custodian of the Acquiring Fund, as of the Effective Time by book entry, in accordance with the customary practices of BNY and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds at the Effective Time or by such other manner as State Street, as custodian of the Acquiring Fund, deems appropriate.

Transfer and Delivery of Assets. On or prior to the Closing, the Acquired Fund shall ensure that the Assets have been delivered in proper form to the custodian for the Acquiring Fund.

Transfer and Delivery of Assets. 2.1 The Company hereby assigns, transfers and delivers to New Check-Cap, free and clear of any and all liabilities, judgments, pledges, liens, tax liens, obligations, asserted or unasserted claims (including, without limitation, employee claims), charges, security interests, exceptions or encumbrances whatsoever, except as set forth in Section 2.1 (each, an “Encumbrance” and together the “Encumbrances”), all of the Company’s right, title and interest in and to all of its assets (the “Transferred Assets”), which include, without limitation, the following assets: 2.1.1 all tangible personal property used or held for use primarily in connection with the business of the Company, including, without limitation, all machinery, equipment, parts, vehicles, furniture, office equipment, hardware, supplies and other items of tangible personal property owned by the Company; 2. 1.2 all of the Company’s interest and right to any Intellectual Property, together with related registrations, applications, assignments and amendments; 2.1.3 all of the interest of the Company in the contracts listed in Schedule 2.1.3 (“Assumed Contracts”); 2. 1.4 all leasehold interests of the Company; 2. 1.5 all licenses, authorizations, permits and other approvals issued by any governmental entity, and all applications therefore pending, used or held for use in connection with the Company’s business; 2.

Transfer and Delivery of Assets. Upholdings LLC shall direct Interactive Brokers LLC (the “Custodian” or “Interactive Brokers”) as custodian for the Target Fund, to deliver, at the Closing, a certificate of an authorized officer stating that: (i) the Assets were delivered in proper form to the Acquiring Fund immediately prior to the Effective Time, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by Interactive Brokers, on behalf of the Target Fund, to U.S. Bank National Association (“U.S. Bank”), as custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Effective Time and shall be transferred and delivered by the Target Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Interactive Brokers, on behalf of the Target Fund, shall deliver to U.S. Bank, as custodian of the Acquiring Fund, as of the Effective Time by book entry, in accordance with the customary practices of Interactive Brokers and of each securities depository, the Target Fund’s Assets deposited with such depositories. The cash to be transferred by the Target Fund shall be delivered by wire transfer of Federal funds at the Effective Time.

Transfer and Delivery of Assets. PMP shall direct U.S. Bank National Association (“U.S. Bank”), as custodian for the Acquired Funds, to deliver, at the Closing, a certificate of an authorized officer stating that: (i) the Assets were delivered in proper form to the Acquiring Funds at the Effective Time, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by U.S. Bank, on behalf of each respective Acquired Fund, to U.S. Bank, as custodian for the corresponding Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Effective Time and shall be transferred and delivered by each Acquired Fund as of the Effective Time for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. U.S. Bank, on behalf of each of the Acquired Funds, shall deliver to U.S. Bank, as custodian of each corresponding Acquiring Fund, as of the Effective Time by book entry, in accordance with the customary practices of U.S. Bank and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which each Acquired Fund’s Assets are deposited, each Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal funds at the Effective Time.

Transfer and Delivery of Assets. At the Closing, Seller shall deliver to Purchaser the Paragon Intangible Assets, including all original title or right documents and all evidence of rights pertaining to the Paragon Intangible Assets, shall execute such bills of sale, assignments and other documents as Purchaser may reasonably request in connection therewith, and shall take all other actions necessary to confer on Purchaser ownership and control of the Paragon Intangible Assets. At any time and from time to time after the Closing, Seller and its officers and directors shall take such further actions and execute such further documents as reasonably may be requested by Purchaser for purposes of fully effectuating the transfer of Paragon Intangible Assets contemplated under this Agreement.

Transfer and Delivery of Assets. On the terms and subject ------------------------------- to the conditions hereinafter set forth, the Company shall sell, convey, assign, transfer and deliver and Purchaser shall purchase from the Company on the "Closing Date" (as hereinafter defined), all of ------------ the Company's rights, title and interests in and to certain of its assets and properties, subject to any adjustments as contemplated under Section 2.2 and Section 8.1 hereof, wherever located (collectively, the "Included Assets"), --------------- including, without limitation, the following: (a) all fixed and movable equipment, machinery, furniture, fixtures, tools, accessories, parts, leasehold and other tangible personal property owned by the Company (the "Included Equipment"), excepting the "Excluded Equipment", ------------------ ------------------ as set forth in Section 1.2(a), below; (b) all inventory, raw materials, finished products, work in process, parts, supplies and accessories owned by the Company (the "Included Inventory"), ------------------ excepting the "Excluded Inventory", as set forth in Section 1.2(b), below; ------------------ (c) all rights of the Company in, to and under all leases of tangible personal property and motor vehicles the costs of which have been accounted for by the Company prior to the Closing Date as expenses of the Service Division, as more fully set forth on Schedule 1.1(c) attached hereto and made a part hereof --------------- (the "Equipment Leases"); ---------------- (d) all rights of the Company in, to and under all distributor agreements, franchise agreements, service contracts, maintenance agreements, all contracts for the sale of inventory and all outstanding purchase orders, sales orders and written sales offers (whether accepted or unaccepted), service agreements and other contracts, agreements and commitments to which the Company is a party, individually or otherwise, to the extent that any revenue or cost thereof has been accounted for by the Company prior to the Closing Date as an item of either income or expense of Service Division, as more fully set forth on Schedule 1.1(d) attached hereto and made a part hereof (collectively, the --------------- "Acquired Contracts"); ------------------ (e) all accounts receivable and security agreements relating to accounts receivable the revenue from which has been accounted for by the Company prior to the Closing Date as income of the Service Division, the aggregate amount of which on the "Balanc...

Transfer and Delivery of Assets. The Trust shall direct U.S. Bank National Association (“U.S. Bank”), as custodian for the Target Fund, to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets were delivered in proper form to the Acquiring Fund at the Effective Time, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by U.S. Bank, on behalf of the Target Fund, to U.S. Bank, as custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Effective Time and shall be transferred and delivered by the Target Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. U.S. Bank, on behalf of the Target Fund, shall deliver to U.S. Bank, as custodian of the Acquiring Fund, as of the Effective Time by book entry, in accordance with the customary practices of U.S. Bank and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Target Fund’s Assets are deposited, the Target Fund’s Assets deposited with such depositories. The cash to be transferred by the Target Fund shall be delivered by wire transfer of Federal funds at the Effective Time.