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 confirm to Buyer (or an Affiliate of Buyer) full and complete right, title and interest in and to all of the Acquired Assets.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (Icad Inc)
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 Purchaser such bills of sale and other instruments of sale, transfer, conveyance, assignment in a form mutually agreeable to Buyer and Seller, pursuant to which delivery covering the Patents included in the Acquired Intellectual Property will be transferred and assigned to Buyer Acquisition Assets or an Affiliate any part thereof, executed by Seller or other appropriate parties, as designated by Buyer;Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties (other than Permitted Encumbrances) no later than the open of business on the Closing Date, including, but not limited to, the following:
(ci) Seller shall execute and deliver to Buyer a trademark assignment general warranty deed (the "DALLAS COUNTY LAND DEED"), substantially 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 EXHIBIT F hereto and Buyer (acceptable to Purchaser, duly executed by Seller, or an Affiliate of Buyer) shall execute its duly authorized agent, duly acknowledged and deliver in form for recording, conveying to one another the Software Cross-License Agreement between Seller Purchaser good 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 marketable fee simple title to the Intellectual Property set forth therein Dallas County Land and shall not apply to any Intellectual Property not explicitly licensed to Seller or Buyer thereunder); and
(g) Seller will execute Improvements thereon 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 confirm to Buyer (or an Affiliate of Buyer) full and complete Seller's right, title and interest in and to the Appurtenances related thereto free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Dallas County Land and Improvements thereon except for the Permitted Encumbrances.
(ii) a general warranty deed (the "SAN ANTONIO LAND DEED"), substantially in the form of EXHIBIT G hereto and acceptable to Purchaser, duly executed by Seller, or its duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser good and marketable fee simple title to the San Antonio Land and Improvements thereon and all of Seller's right, title and interest in and to the Appurtenances related thereto, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the San Antonio Land and Improvements thereon except for the Permitted Encumbrances.
(iii) a general assignment (the "DALLAS COUNTY OFFICE FACILITY LEASE ASSIGNMENT"), substantially in the form of EXHIBIT H hereto and acceptable to Purchaser, duly executed by Seller, or its duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser all of Seller's right, title and interest in and to the Dallas County Office Facility lease, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Dallas County Office Facility Lease except for the Permitted Encumbrances and vesting in Purchaser exclusive possession of Dallas County Office Facility for a term of not less than two (2) years effective as of October 1, 1996.
(iv) the standard form of Texas Owner's Policy of Title Insurance as set forth on EXHIBIT D issued by the Title Company, at the sole cost and expense of Purchaser, insuring good and marketable fee simple title to the Dallas County Land and the San Antonio Land and the Improvements, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are set forth on EXHIBIT D hereto, or as otherwise acceptable to Purchaser.
(v) a bill of sale, general assignmxxx and conveyance by Seller transferring to Purchaser good and marketable title to all of the Acquired Acquisition Assets, substantially in the form of EXHIBIT I hereto.
(vi) all documents reasonably required for the assignment of Seller's rights under all registrations, permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Seller's rights under all other Contracts (including the operating contracts of Seller listed on SCHEDULE 3.1(I) hereto) constituting a part of the Acquisition Assets.
(vii) originals of all of the contracts, agreements, commitments, books, records, files and other data that (x) are included in the Acquisition Assets or (y) relate to or affect the Acquisition Assets and are reasonably necessary for the continued conduct of the Business.
(viii) such other instruments of transfer and assignment in respect of the Acquisition Assets as Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement. Prior to the Closing Date, Seller will take such reasonable steps as may be requisite or appropriate so that no later than the close of Business on the Closing Date, Purchaser will be in actual ownership and control of all of the Acquisition Assets.
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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 Purchaser such bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Acquisition Assets or any part thereof, executed by Seller or other appropriate parties, as Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties (other than Permitted Encumbrances) including, but not limited to, the following:
(i) a patent assignment general warranty deed in a form mutually agreeable acceptable to Buyer and Purchaser, duly executed by Seller, pursuant or its duly authorized agent, duly acknowledged and in form for recording, conveying 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 Purchaser good and sufficient instruments marketable fee simple title to each Acquired Property and documents the Improvements thereon and all of conveyance and transfer in a form reasonably satisfactory to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete Seller's right, title and interest in and to the Appurtenances related thereto free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, and other matters effecting the title to the Acquired Property and the Improvements thereon, except for the Permitted Encumbrances.
(ii) a general assignment in a form acceptable to Purchaser, duly executed by Seller, or its duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser all of Seller's right, title and interest in and to each of the Assumed Leases, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Assumed Leases except for the Permitted Encumbrances.
(iii) the standard form of Owner's Policy of Title Insurance issued by the Title Company in each applicable jurisdiction insuring good and marketable fee simple title to the Acquired Property and Improvements, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are set forth on EXHIBIT D thereto, or as otherwise acceptable to Purchaser.
(iv) the standard form of Leasehold Policy of Title Insurance issued by the Title Company in each applicable jurisdiction insuring good and marketable leasehold title to the Assumed Leases, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are acceptable to Purchaser.
(v) a bill of sale, general assignment and conveyance by Seller transfxxxxng to Purchaser good and marketable title to all of the Acquired Acquisition Assets in a form satisfactory to Purchaser.
(vi) all documents in a form satisfactory to Purchaser required for the assignment of Seller's rights under all registrations, Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Seller's rights under all other Contracts (including the operating contracts of Seller listed on SCHEDULE 3.1(viii) hereto) constituting a part of the Acquisition Assets.
(vii) originals of all of the Assumed Leases, contracts, agreements, commitments, books, records, files and other data that (x) are included in the Acquisition Assets or (y) relate to or affect the Acquisition Assets and are reasonably necessary for the continued conduct of the Business.
(viii) such other instruments of transfer and assignment in respect of the Acquisition Assets as Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
(ix) Prior to the Closing Date, Seller will take such reasonable steps as may be requisite or appropriate so that no later than the close of Business on the Closing Date, Purchaser will be in actual ownership and control of all of the Acquisition Assets.
Appears in 1 contract
Transfer Documents. At the Closing, in addition to the other deliverables contemplated by Article VI, the parties The Seller 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 Buyer such bills of sale and other instruments of sale, transfer, conveyance, assignment and assumption agreement in a form mutually agreeable delivery covering the Purchased Assets or any part thereof, executed by the appropriate Seller Parties or other appropriate parties, as Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Buyer and Sellerof the Purchased Assets, pursuant to which including the following:
(i) a general conveyance by each Seller will assign and convey Party transferring to Buyer good and marketable title to all of the Acquired Assets and Buyer will assume from Seller the Assumed LiabilitiesPurchased Assets;
(bii) Seller shall execute all documents reasonably required for the assignment of Sellers’ rights under all registrations, permits and deliver licenses (to Buyer the extent permitted by Law), equipment leasing agreements, rights under sales or purchase orders and of Sellers’ rights under all other Contracts, IT Contracts and Equipment Leases constituting a patent assignment in a form mutually agreeable to Buyer part of the Purchased Assets;
(iii) copies of all of the contracts, agreements, commitments, books, records, files and Seller, pursuant to which the Patents other data that (A) are included in the Acquired Intellectual Property will be transferred Purchased Assets or (B) relate to or affect the Purchased Assets and assigned to Buyer or an Affiliate thereof, as designated by Buyerare reasonably necessary for the continued conduct of the Operations;
(civ) Seller shall execute and deliver to Buyer a trademark assignment original notarized U.S. Coast Guard Bills of Sale 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 to this Agreement signed by an officer of doubteach Seller, the Cross-License Agreement shall apply solely with respect to the Intellectual Property Vessels to be conveyed to Buyer at the Closing;
(v) certified abstracts of title for the Vessels to be conveyed to Buyer at the Closing issued by the U.S. Coast Guard at the National Vessel Documentation Center dated no earlier than seven days prior to the date of the Closing showing that one or more of the Sellers is the owner of such Vessels and that such Vessels are free and clear of all Liens except for Permitted Liens;
(vi) confirmation of class certificates free from recommendations issued by the American Bureau of Shipping issued no earlier than seven days prior to the date of the Closing with respect to the Vessels to be conveyed to Buyer at the Closing that are classed by the American Bureau of Shipping;
(vii) all technical documentation (including classification certificates, U.S. Coast Guard certificates of inspection, plans, specifications and log books) with respect to the Vessels to be conveyed to Buyer at the Closing which may be in Sellers’ possession whether or not on board such Vessels;
(viii) originals of the Protocol of Delivery and Acceptance confirming the date and time of delivery from the respective Seller to Buyer of each Vessel to be conveyed to Buyer at the Closing and the location thereof;
(ix) bxxx(s) of sale and appropriate motor vehicle registration documentation relating to each of the vehicles set forth therein and shall not apply to any Intellectual Property not explicitly licensed to Seller or Buyer thereunderon Schedule 1.1(a)(iii); and
(gx) Seller will execute and deliver all such other bills instruments of sale, assignments, endorsements, Intellectual Property right assignments, trade name assignments, domain name assignments, certificates transfer and assignment in respect of title, consents and other good and sufficient instruments and documents of conveyance and transfer in a form reasonably satisfactory to Buyer, the Purchased Assets as Buyer shall reasonably require and as shall deem necessary be consistent with the terms and provisions of this Agreement. Prior to the Closing Date, Seller Parties will take such reasonable steps as may be required or appropriate to vest so that no later than the close of business on the Closing Date, Buyer will be in or confirm to Buyer (or an Affiliate actual ownership and control of Buyer) full and complete right, title and interest in and to all of the Acquired Purchased Assets.
Appears in 1 contract
Transfer Documents. At the Closing, in addition to Sellers and 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 Shareholder shall execute and deliver to each other a xxxx Purchaser such bills of sale and other instruments of sale, transfer, conveyance, assignment and assumption agreement delivery covering the Acquisition Assets or any part thereof, executed by Sellers and the Shareholder other appropriate parties, as Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties (other than Permitted Encumbrances) including, but not limited to, the following:
(i) a general warranty deed in a form mutually agreeable acceptable to Buyer Purchaser, duly executed by Sellers and Sellerthe Shareholder, pursuant or their duly authorized agent, duly acknowledged and in form for recording, conveying 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 Purchaser good and sufficient instruments marketable fee simple title to each Acquired Property and documents the Improvements thereon and all of conveyance Sellers' and transfer in a form reasonably satisfactory to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete the Shareholder's right, title and interest in and to the Appurtenances related thereto free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, and other matters effecting the title to the Acquired Property and the Improvements thereon, except for the Permitted Encumbrances.
(ii) a general assignment in a form acceptable to Purchaser, duly executed by Sellers, or their duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser all of Sellers' right, title and interest in and to each of the Assumed Leases, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Assumed Leases, except for the Permitted Encumbrances.
(iii) the standard form of Owner's Policy of Title Insurance issued by the Title Company in the applicable jurisdiction insuring good and marketable fee simple title to the Acquired Property and Improvements, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are set forth on EXHIBIT D thereto, or as otherwise acceptable to Purchaser.
(iv) the standard form of Leasehold Policy of Title Insurance issued by the Title Company in the applicable jurisdiction insuring good and marketable ASSET PURCHASE AGREEMENT 33 leasehold title to the Assumed Leases, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are acceptable to Purchaser.
(v) a bill of sale, general assignxxxx and conveyance by Sellers transferring to Purchaser good and marketable title to all of the Acquired Acquisition Assets in a form satisfactory to Purchaser.
(vi) all documents in a form satisfactory to Purchaser required for the assignment of Sellers' and the Shareholder's rights under all registrations, Permits, certificates of occupancy (or similar proof of right of occupancy) and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Sellers' rights under all other Contracts (including the operating contracts of Sellers listed on SCHEDULE 3.1(H) hereto) constituting a part of the Acquisition Assets.
(vii) originals of all of the Assumed Leases, contracts, agreements, certificates of occupancy (or similar proof of right of occupancy), commitments, books, records, files and other data that (x) are included in the Acquisition Assets or (y) relate to or affect the Acquisition Assets and are reasonably necessary for the continued conduct of the Business.
(viii) such other instruments of transfer and assignment in respect of the Acquisition Assets as Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
(ix) Prior to the Closing Date, Sellers will take such reasonable steps as may be requisite or appropriate so that no later than the close of Business on the Closing Date, Purchaser will be in actual ownership and control of all of the Acquisition Assets.
Appears in 1 contract
Transfer Documents. At the Closing, in addition The Sellers shall have executed and delivered to the Buyer at the Closing all documents, certificates and agreements reasonably necessary to transfer to the Buyer good and marketable title to the Assets, free and clear of any and all Liens thereon, other deliverables contemplated by Article VIthan Permitted Liens, the parties shall execute and deliver, or cause to be executed and delivered, the following documents (collectively, the “Transfer Documents”):including without limitation:
(a) Seller and Buyer shall execute and deliver to each other a xxxx of sale and sale, assignment and assumption agreement general conveyance, in a form mutually agreeable and substance reasonably satisfactory to the Buyer and SellerSellers, dated the Closing Date, with respect to the Assets (other than any Asset to be transferred pursuant to which Seller will assign and convey any of the instruments referred to Buyer the Acquired Assets and Buyer will assume from Seller the Assumed Liabilitiesin any other clause of this Section 5.2.4);
(b) Seller shall execute and deliver a general warranty deed, dated as of the Closing Date, with respect to Buyer a patent assignment in a form mutually agreeable to Buyer and Seller, pursuant to which the Patents Owned Real Property included in the Acquired Intellectual Property will be transferred Assets, in form and assigned substance reasonably satisfactory to Buyer the Buyers and the Sellers, together with any necessary transfer declarations or an Affiliate thereof, as designated by Buyerother filings;
(c) Seller shall execute an assignment of lease, in form and deliver substance reasonably satisfactory to Buyer the Buyers and the Sellers, dated as of the Closing Date, with respect to each real property Lease listed on Schedule 5.2.2, together with any necessary transfer declarations or other filings, together with a trademark consent to assignment in a form mutually agreeable of the Lease from the landlord thereunder (to Buyer the extent required by the Lease) and Seller, pursuant to which an estoppel certificate from the Trademarks included landlord identifying in the Acquired Intellectual Property will be transferred Lease to the assigned, setting forth the rent payable thereunder and assigned to Buyer or an Affiliate thereof, as designated term of the Lease and stating that there are no defaults by Buyerthe tenant thereunder;
(d) Seller shall execute and deliver certificates of title to Buyer a copyright assignment in a form mutually agreeable to Buyer and Seller, pursuant to which the Copyrights all owned motor vehicles included in the Acquired Intellectual Property will Assets to be transferred and assigned to the Buyer or an Affiliate thereofhereunder, duly endorsed for transfer to the Buyer as designated by Buyer;of the Closing Date; and
(e) Seller and Buyer shall execute and deliver as to one another the Transition Services Agreement between Seller and Buyer in substantially the form of Exhibit A (the “Transition Services Agreement”);Owned Real Property:
(fi) Seller and Buyer (such affidavits 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 assurances to the Intellectual Buyer’s title insurance company as will permit the Buyer to obtain (upon the Buyer’s payment of applicable premiums) an owner’s policy of title insurance insuring title to the Owned Real Property set forth therein to be in the Buyer, free and shall not apply to any Intellectual Property not explicitly licensed to Seller or Buyer thereunder); clear of all liens and encumbrances other than Permitted Liens,
(ii) such surveys, plans/specifications, warranties and property records which are in the Seller’s possession, and
(giii) 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 keys to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete right, title and interest in and to all of locks located on the Acquired AssetsOwned Real Property.
Appears in 1 contract
Transfer Documents. At the time and place of Closing, upon payment in addition full of the Purchase Price and satisfaction of all of Purchaser’s obligations under this Agreement, Seller shall: Convey and transfer title to the Premises to Purchaser by a Special Warranty Deed in a form substantially as set forth in Exhibit D hereto, conveying the Property in fee simple to Purchaser in accordance with the terms hereof, subject to no liens, encumbrances, conditions or restrictions other deliverables contemplated than the Permitted Exceptions as more fully described herein; Execute and deliver an Assignment of the Leases in a form substantially as set forth in Exhibit E hereto, whereby, inter alia, Purchaser shall assume the obligations of Seller thereunder from and after Settlement. Execute and deliver a Xxxx of Sale in a form substantially as set forth on Exhibit F hereto, with respect to the Personalty, if any; Execute and deliver an Assignment of Service Contracts, in form substantially as set forth on Exhibit G hereto, whereby, inter alia, Purchaser shall assume the obligations of Seller thereunder from and after Settlement; Execute an Assignment and Assumption of Intangible Property, in form substantially set forth on Exhibit H hereto, whereby, inter alia, Seller shall assign to Purchaser the Intangible Property; Execute tenant notices on a form to be provided by Article VIPurchaser and approved by Seller (such approval not to be unreasonably withheld, delayed or conditioned), informing the parties Tenants of the transfer of the Property and the Leases to Purchaser, and the assumption by Purchaser of Seller’s obligations under the Leases; Deliver the originals of all Leases and Service Contracts; Deliver all leasing and property files and records pertaining to day-to-day operation, leasing, and maintenance of the Property, provided that proprietary information of Seller not relevant to the ownership or operation of the Property shall execute not be included; Deliver all keys to the improvements located on the Premises in Seller’s possession to Purchaser; Execute and deliverdeliver a standard title affidavit executed by Seller and such other instruments as may reasonably be required by the Escrow Agent to fulfill its obligations under this Agreement; Deliver any and all information required by the Escrow Agent to comply with the real estate reporting requirements set forth in Section 6045(e) of the Internal Revenue Code of 1986, as amended; Deliver evidence reasonably acceptable to Purchaser and Title Company (as hereinafter defined) as to the authority of the person or persons executing documents on behalf of Seller; Execute and deliver an affidavit of Seller in the form substantially as set forth in Exhibit I attached hereto stating Seller’s taxpayer identification number, certifying that Seller and all persons holding beneficial interests in the Property are not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1990, as amended or otherwise confirming that Purchaser is not required to withhold any part of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; An affidavit of Seller certifying the satisfaction of the closing conditions set forth herein; Deliver a rent roll for the Property, updated to the date and time of Closing and certified to be complete and accurate by Seller and attached hereto as Exhibit J; Execute and deliver a 1099S form, or cause effective equivalent thereof, describing the “sale of the Property”, together with a designation of the “reporting person” with respect of such sale; Execute and deliver a closing statement reasonably acceptable to Seller and Purchaser; and Execute and deliver such other documents as may be executed and deliveredreasonably necessary or appropriate to complete Settlement of the transaction contemplated hereby, or otherwise required by the following documents (collectively, terms of this Agreement. The instruments of transfer referred to above are hereinafter collectively referred to as 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 confirm to Buyer (or an Affiliate of Buyer) full and complete right, title and interest in and to all of the Acquired Assets.
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Samples: Agreement of Sale (Dover Downs Gaming & Entertainment Inc)
Transfer Documents. At the Closing, in addition to the other Closing deliverables contemplated by Article ARTICLE VI, the parties shall execute and deliverdeliver to each other, or cause to be executed and delivereddelivered to each other, the following documents (collectively, the “Transfer Documents”):
(a) the 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 Parent shall execute and deliver to Buyer a patent one or more bills of sale and 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 agreements in substantially the form of Exhibit A attached hereto (the each, a “Transition Services Xxxx of Sale and Assignment Agreement”)) pursuant to which the Seller and the Parent will transfer and assign to Buyer the Acquired Assets;
(fb) Seller and Buyer (or an Affiliate of Buyer) shall execute and deliver to one another the Software Cross-License Agreement between Seller and Buyer (the Parent one or an Affiliate of Buyer) more assumption agreements in substantially the form of Exhibit B attached hereto (each, an “Assumption Agreement”) pursuant to which Buyer will assume from the Seller and the Parent the Assumed Liabilities;
(c) the Seller and, if applicable, the Parent, will execute and deliver to Buyer one or more copyright assignments in substantially the form of Exhibit C attached hereto (the “Cross-License AgreementCopyright Assignment”) (for pursuant to which the avoidance of doubtSeller and, if applicable, the Cross-License Agreement shall apply solely with respect Parent will transfer and assign to Buyer the Intellectual Property set forth therein Copyrights being acquired by Buyer pursuant to this Agreement, if any;
(d) the Seller and, if applicable, the Parent, will execute and shall not apply deliver one or more trademark assignments in substantially the form of Exhibit D attached hereto (the “Trademark Assignment”) pursuant to any Intellectual Property not explicitly licensed which the Seller and, if applicable, the Parent will transfer and assign to Buyer the Trademarks being acquired by Buyer pursuant to this Agreement, if any;
(e) the Seller and, if applicable, the Parent, will execute and deliver one or more patent assignments in substantially the form of Exhibit E attached hereto (the “Patent Assignment”) pursuant to which the Seller and, if applicable, the Parent, will transfer and assign to Buyer thereunder)the Patents being acquired by Buyer pursuant to this Agreement, if any; and
(gf) the Seller and the Parent will execute and deliver all such other bills of sale, assignments, endorsements, Intellectual Property 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 confirm to Buyer all of the Seller’s and the Parent’s (or an Affiliate of Buyerif applicable) full and complete right, title and interest in and to all of the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)
Transfer Documents. At the Closing, in addition Seller shall convey and transfer to the other deliverables contemplated by Article VI, the parties shall execute and deliver, or cause to be executed and delivered, Buyer the following documents (collectively, hereinafter the “Transfer Documents”"TRANSFER DOCUMENTS"):
i. assignment and assumption of general partnership interest in WRAAP and first amendment to the Amended and Restated Limited Partnership Agreement of WRAAP (a"ASSIGNMENT OF GENERAL PARTNERSHIP INTEREST IN WRAAP AND FIRST AMENDMENT") Seller in substantially the form attached hereto as EXHIBIT E-1;
ii. assignment and assumption of limited partnership interests in WRAAP and consent to first amendment to Amended and Restated Limited Partnership Agreement of WRAAP ("ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS IN WRAAP AND CONSENT") in substantially the form attached hereto as EXHIBIT E-2;
iii. assignment and assumption of manager and membership rights and interests in WRUR and first amendment to Operating Agreement of WRUR ("ASSIGNMENT OF MANAGER INTEREST IN WRUR AND FIRST AMENDMENT") in substantially the form attached hereto as EXHIBIT F-1;
iv. assignment and assumption of membership rights and interests in WRUR and consent to first amendment to Operating Agreement of WRUR ("ASSIGNMENT OF WRUR MEMBERS INTERESTS IN WRUR AND CONSENT") in substantially the form attached hereto as EXHIBIT F-2;
v. a Foreign Investors in Real Property Tax Act Certification and Affidavit pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; Buyer shall execute and deliver to each other a xxxx Seller:
i. Assignment of sale General Partnership Interest in WRAAP 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 LiabilitiesFirst Amendment;
(b) Seller shall execute ii. Assignment of Limited Partnership Interests in WRAAP 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 BuyerConsent;
(c) Seller shall execute iii. Assignment of Manager Interest in WRUR 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)First Amendment; and
(g) Seller will execute iv. Assignment of WRUR Members Interests in WRUR 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 confirm to Buyer (or an Affiliate of Buyer) full and complete right, title and interest in and to all of the Acquired Assets.Consent;
Appears in 1 contract
Transfer Documents. At the Closing, and in addition to the any other deliverables contemplated Closing documents and things required by Article VIARTICLE VI hereof, the parties shall execute and deliver, or cause to be executed and delivered, one to the other, 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 the Buyer a patent assignment one or more trademark assignments in a substantially the same form mutually agreeable as that annexed hereto as of Exhibit A (the “Trademark Assignment”), which may be necessary or required to transfer, assign and/or convey to the Buyer and Sellerthe trademarks, if any, being acquired by the Buyer from the 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 Buyerthis Agreement;
(cb) the Seller shall execute and deliver to the Buyer a trademark assignment one or more patent assignments in a substantially the same form mutually agreeable as that annexed hereto as Exhibit B (the “Patent Assignment”), which may be necessary or required to transfer, assign and/or convey to the Buyer and Sellerthe patents, if any, being acquired by the Buyer from the 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;this Agreement; and
(dc) the Seller shall execute and deliver to the Buyer a copyright assignment the License Agreement in a substantially the same form mutually agreeable as that annexed hereto as Exhibit C (the “License Agreement”), which may be necessary or required to Buyer and Sellertransfer, assign and/or convey to the Seller the licensing rights in the Retained Territories as well as the use of Excellagen in combination with exosomes 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;this Agreement; and
(ed) the 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, endorsementsincluding, Intellectual Property without limitation, intellectual property right assignments, trade name assignments, assignments and/or domain name assignments, endorsements, certificates of title, consents and other good and sufficient pertinent instruments and documents of conveyance and transfer in a form reasonably satisfactory to the Buyer, as the Buyer shall, in its sole discretion, deem reasonably shall deem necessary or appropriate to vest in or confirm effectuate the transfer, assignment and/or conveyance to Buyer (or an Affiliate it of Buyer) full and complete the entirety of the Seller’s right, title and and/or interest in and to all of all, or any of, the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gene Biotherapeutics, Inc.)
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 Purchaser such deeds, bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Acquisition Assets or any part thereof, not inconsistent with this Agreement and containing no provisions or warranties other than any expressly required by this Agreement, as Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties other than Permitted Encumbrances and Assumed Liabilities including, but not limited to, the following:
(i) a patent assignment general warranty deed in a form mutually agreeable acceptable to Buyer and Purchaser, duly executed by Seller, pursuant or its duly authorized agent, duly acknowledged and in form for recording, conveying 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 Purchaser good and sufficient instruments marketable fee simple title to each Acquired Property and documents the Improvements thereon and all of conveyance and transfer in a form reasonably satisfactory to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete Seller's right, title and interest in and to the Appurtenances related thereto free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, and other matters effecting the title to the Acquired Property and the Improvements thereon other than Permitted Encumbrances.
(ii) a general assignment, in the form attached hereto as EXHIBIT 9.1(e)(ii), duly executed by Seller, or its duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser all of Seller's right, title and interest in and to each of the Assumed Leases, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Assumed Leases.
(iii) a commitment marked by the Title Company to delete all but Permitted Encumbrances from the standard form of Owner's Policy of Title Insurance issued by the Title Company in the applicable jurisdiction, insuring good and marketable fee simple title to the Acquired Property and Improvements subject only to Permitted Encumbrances, with such endorsements and/or deletions thereto as are acceptable to Purchaser.
(iv) a xxxx of sale, general assignment and conveyance by Seller transferring to Purchaser good and marketable title to all of the Acquired Acquisition Assets in the form set forth in EXHIBIT 9.1(E)(III) hereto.
(v) all documents in a form reasonably satisfactory to Purchaser required for the assignment of Seller's rights under all registrations, Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Seller's rights under all other Contracts (including the contracts of Seller listed on SCHEDULE 3.1(VIII) hereto), in each case which constitute a part of the Acquisition Assets.
(vi) originals or copies of all of the Assumed Leases, contracts, agreements, commitments, books, records, files and other data that (x) are included in the Acquisition Assets or (y) relate to or affect the Acquisition Assets and are reasonably necessary for the continued conduct of the Business and Transferred Programs.
(vii) such other instruments of transfer and assignment in respect of the Acquisition Assets as Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
Appears in 1 contract
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 Purchaser such bills of sale and other instruments of sale, transfer, conveyance, assignment and delivery covering the Acquisition Assets or any part thereof, executed by Seller or other appropriate parties, as Purchaser may reasonably require to assure the full and effective sale, transfer, conveyance, assignment and delivery to Purchaser of the Acquisition Assets free and clear of any rights and claims of third parties (other than Permitted Encumbrances) including, but not limited to, the following:
(i) a patent assignment general warranty deed in a form mutually agreeable acceptable to Buyer and Purchaser, duly executed by Seller, pursuant or its duly authorized agent, duly acknowledged and in form for recording, conveying 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 Purchaser good and sufficient instruments marketable fee simple title to each Acquired Property and documents the Improvements thereon and all of conveyance and transfer in a form reasonably satisfactory to Buyer, as Buyer reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete Seller's right, title and interest in and to the Appurtenances related thereto free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights of way, easements, and other matters effecting the title to the Acquired Property and the Improvements thereon, except for the Permitted Encumbrances.
(ii) a general assignment in a form acceptable to Purchaser, duly executed by Seller, or its duly authorized agent, duly acknowledged and in form for recording, conveying to Purchaser all of Seller's right, title and interest in and to each of the Assumed Leases, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting the title to the Assumed Leases except for the Permitted Encumbrances.
(iii) the standard form of Owner's Policy of Title Insurance issued by the Title Company in each applicable jurisdiction insuring good and marketable fee simple title to the Acquired Property and Improvements, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are set forth on EXHIBIT D thereto, or as otherwise acceptable to Purchaser.
(iv) the standard form of Leasehold Policy of Title Insurance issued by the Title Company in each applicable jurisdiction insuring good and marketable leasehold title to the Assumed Leases, subject only to the Permitted Encumbrances with such endorsements and/or deletions thereto as are acceptable to Purchaser.
(v) a bill of sale, general assignment and conveyance by Seller tranxxxxring to Purchaser good and marketable title to all of the Acquired Acquisition Assets in a form satisfactory to Purchaser.
(vi) all documents in a form satisfactory to Purchaser required for the assignment of Seller's rights under all registrations, Permits and licenses (to the extent permitted by law), equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and of Seller's rights under all other Contracts (including the operating contracts of Seller listed on SCHEDULE 3.1(viii) hereto) constituting a part of the Acquisition Assets.
(vii) originals of all of the Assumed Leases, contracts, agreements, commitments, books, records, files and other data that (x) are included in the Acquisition Assets or (y) relate to or affect the Acquisition Assets and are reasonably necessary for the continued conduct of the Business.
(viii) such other instruments of transfer and assignment in respect of the Acquisition Assets as Purchaser shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
(ix) Prior to the Closing Date, Seller will take such reasonable steps as may be requisite or appropriate so that no later than the close of Business on the Closing Date, Purchaser will be in actual ownership and control of all of the Acquisition Assets.
Appears in 1 contract
Transfer Documents. At the Closing, in addition to the other deliverables contemplated by Article VI, the parties shall execute and deliverdeliver to each other, or cause to be executed and delivereddelivered to each other, the following documents (collectively, the “Transfer Documents”):
(a) Each 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 SellerEntity, pursuant to which Seller will assign and convey to Buyer the Acquired Assets and Buyer will assume from Seller the Assumed Liabilities;
(b) Seller as applicable, shall execute and deliver to Buyer a patent assignment and Parent one or more intellectual property assignments, in a form mutually agreeable and substance reasonably satisfactory to Buyer the Buyer, Parent and Sellereach Seller Entity (each, an “Intellectual Property Assignment”), pursuant to which the Patents included in the Acquired Intellectual Property IP Assets will be transferred and assigned to Buyer or an Affiliate thereofBuyer;
(b) Each Seller Entity, and any of its Affiliates, as designated by applicable, shall execute and deliver one or more contract assignment agreements, in form and substance reasonably satisfactory to the Buyer, Parent and each Seller Entity (each, an “Assignment Agreement”), pursuant to which the interests of such Persons in the Alshaya Agreement, the Emelah Agreement, the Uechi Agreements and the PHS Agreement will be assigned to Buyer;
(c) Seller Buyer and Parent shall execute and deliver to Buyer a trademark assignment the Seller Entities an assumption agreement, in a form mutually agreeable and substance reasonably satisfactory to the Buyer and Sellereach Seller Entity (each, an “Assumption Agreement”), pursuant to which Buyer will assume from the Trademarks included in Seller Entities the Acquired Intellectual Property will be transferred and assigned to Buyer or an Affiliate thereof, as designated by Buyer;Assumed Liabilities; and
(d) The Seller shall execute Entities, 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 thereofany of their Affiliates, 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 doubtapplicable, 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 BuyerBuyer and Parent, as Buyer and Parent reasonably shall deem necessary or appropriate to vest in or confirm to Buyer (or an Affiliate of Buyer) full and complete right, title and interest in and to all of the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (ONE Group Hospitality, Inc.)
