Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, 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 its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, 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 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”
Transfer Documents. (1) The Transfer Documents must be prepared by the Buyer’s Solicitor and delivered to the Seller a reasonable time before the Settlement Date.
(2) If the Buyer pays the Seller’s reasonable expenses, it may require the Seller to produce the Transfer Documents at the Office of State Revenue nearest the Place for Settlement for stamping before settlement.
Transfer Documents. Duly executed warranty bills of sale, deeds, motor vehicle titles, assignments, and other transfer documents which shall be sufficient to vest good and marketable title to the Assets in the name of Buyer, free and clear of all mortgages, liens, restrictions, encumbrances, claims, and obligations except for liens for current taxes not yet due and payable;
Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), and without prejudice to any actions taken to implement, or documents entered into between or among any of the Parties or members of their respective Groups to implement, or in furtherance of, the Separation Step Plan prior to the date hereof, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, 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 its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, 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 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) (including any documents entered into between or among any of the Parties or members of their respective Groups to implement or in furtherance of the Separation Step Plan prior to the date hereof) shall be referred to collectively herein as the “Transfer Documents.”
Transfer Documents. In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.6, by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.
Transfer Documents. Seller shall have delivered to Buyer customary bills of sale, deeds, assignments and other instruments of transfer sufficient to convey good and marketable title to the Assets in accordance with the terms of this Agreement.
Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim or special warranty deeds, General Warranty Transfer Documents, stock powers, certificates of title, assignments of leases and related documents, assignments of contracts, UCC amendments 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 its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party 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 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”
Transfer Documents. The following documents shall have been delivered by the Transferring Member to the Manager and each other Member:
Transfer Documents. Transferor shall have delivered to the Company at the Closing all documents, certificates and agreements necessary to transfer to the Company good and marketable title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including:
(a) a xxxx of sale, assignment and general conveyance, in form and substance reasonably satisfactory to the Company, dated the Closing Date, with respect to the Assets, (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 5.2.4);
(b) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to the Company all of Transferor's right, title and interest therein and thereto, with any required Consent endorsed thereon;
(c) a general warranty deed, dated as of the Closing Date, with respect to each parcel of Owned Real Property in form and substance mutually agreed upon by the parties, together with any necessary transfer declarations, or other filings;
(d) an assignment of lease, dated as of the Closing Date, with respect to each Lease and each Other Lease, in form and substance mutually agreed upon by the parties, together with any necessary transfer declarations or other filings;
(e) certificates of title to all motor vehicles included in the Assets to be transferred to the Company hereunder, duly endorsed for transfer to the Company as of the Closing Date; and
(f) stock certificates representing the Assets described in Section 1.1(p) together with stock powers executed by Transferor in blank.
Transfer Documents. At the Closing, in addition to the other deliverables contemplated by Article VI, the parties shall execute and deliver, or cause to be executed and delivered, the following documents (collectively, the “Transfer Documents”):
(a) Seller and Buyer shall execute and deliver to each other a xxxx of sale and assignment and assumption agreement in a form mutually agreeable to Buyer and Seller, pursuant to which Seller will assign and convey to Buyer the Acquired Assets and Buyer will assume from Seller the Assumed Liabilities;
(b) Seller shall execute and deliver to Buyer a patent assignment in a form mutually agreeable to Buyer and Seller, pursuant to which the Patents included in the Acquired Intellectual Property will be transferred and assigned to Buyer or an Affiliate thereof, as designated by Buyer;
(c) Seller shall execute and deliver to Buyer a trademark assignment in a form mutually agreeable to Buyer and Seller, pursuant to which the Trademarks included in the Acquired Intellectual Property will be transferred and assigned to Buyer or an Affiliate thereof, as designated by Buyer;
(d) Seller shall execute and deliver to Buyer a copyright assignment in a form mutually agreeable to Buyer and Seller, pursuant to which the Copyrights included in the Acquired Intellectual Property will be transferred and assigned to Buyer or an Affiliate thereof, as designated by Buyer;
(e) Seller and Buyer shall execute and deliver to one another the Transition Services Agreement between Seller and Buyer in substantially the form of Exhibit A (the “Transition Services Agreement”);
(f) Seller and Buyer (or an Affiliate of Buyer) shall execute and deliver to one another the Software Cross-License Agreement between Seller and Buyer (or an Affiliate of Buyer) in substantially the form of Exhibit B (the “Cross-License Agreement”) (for the avoidance of doubt, the Cross-License Agreement shall apply solely with respect to the Intellectual Property set forth therein and shall not apply to any Intellectual Property not explicitly licensed to Seller or Buyer thereunder); and
(g) Seller will execute and deliver all such other bills of sale, assignments, endorsements, Intellectual Property right assignments, trade name assignments, domain name assignments, certificates of title, consents and other good and sufficient instruments and documents of conveyance and transfer in a form reasonably satisfactory to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or con...
