Common use of Transfer Documents Clause in Contracts

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. Transferor Seller shall have delivered to the Company Buyer at the Closing all documents, certificates and agreements necessary to transfer to the Company good and marketable Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, includingincluding without limitation: (ai) a xxxx of sale, assignment and general conveyance, in form and substance reasonably satisfactory to the CompanyBuyer, dated the Closing Date, with respect to the Assets, Assets (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 5.2.46.2); (bii) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to the Company Buyer all of TransferorSeller's right, title and interest therein and thereto, with any required Consent endorsed thereon; (ciii) a general warranty deedbargain and sale deed with covenants against grantor's acts, 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 filingsProperty; (div) 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; (ev) certificates of title to all motor vehicles included in the Assets to be transferred to the Company Buyer hereunder, duly endorsed for transfer to the Company Buyer as of the Closing Date; and (fvi) stock certificates representing an assignment of lease, assignment of sale agreement, and consent by the Assets described Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in Section 1.1(p) together with stock powers executed by Transferor in blankthe property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Transferor ICF shall, and shall have caused each Seller to, have delivered to the Company Buyer at the Closing all documents, certificates and agreements necessary to transfer to the Company good and marketable Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including, without limitation: (a) a xxxx bills of sale, assignment assignments and general conveyanceconveyances, in form and substance reasonably satisfactory to the CompanyBuyer, dated the Closing Date, with respect to the Assets, (Assets other than any Asset to be transferred pursuant to any of Assets owned by the instruments referred to in any other clause of this Section 5.2.4)Transferred Subsidiaries; (b) certificates representing the outstanding shares of capital stock of the Transferred Subsidiaries accompanied by duly executed stock powers; (c) assignments of all Assumed Contracts, Transferred Intellectual Property and any other agreements and instruments constituting AssetsAssets (other than such Assets owned by the Transferred Subsidiaries), dated the Closing Date, assigning to the Company Buyer all of Transferoreach Seller'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 owned motor vehicles vehicles, if any, included in the Assets to be transferred to the Company Buyer hereunder, duly endorsed for transfer to the Company Buyer as of the Closing Date; and (fe) stock certificates representing termination statements under the Uniform Commercial Code with respect to the Assets described in Section 1.1(p) together with stock powers executed by Transferor in blankand releases of the Transferred Unbilled Receivables and receivables arising under the Service Contracts following the Closing Date from previously granted assignments under the Assignment of Claims Act.

Transfer Documents. Transferor WAD shall have executed and delivered to the Company Products at the Closing all documents, certificates and agreements as may be reasonably requested by Products and are necessary to transfer to the Company Products good and marketable title to the Transferred Assets, free and clear of any and all Liens thereon, other than thereon (except for Permitted Liens), includingincluding without limitation: (a) a xxxx bill of sale, assignment and general xxxxral conveyance, in form and substance reasonably satisfactory to the CompanyProducts, dated the Closing Date, with respect to the Assets, Transferred Assets (other than any Transferred Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 5.2.47.8); (b) assignments assignments, in form and substance reasonably satisfactory to Products, of all Purchased Contracts, Intellectual Property and any other agreements and instruments constituting Transferred Assets, dated the Closing Date, assigning to the Company Products all of TransferorWAD's right, title and interest therein and thereto, with any required Consent endorsed thereon; (c) a general warranty deeddeed with customary terms, dated as of the Closing Date, with respect to each parcel of Owned Real Property included in the Transferred Assets in form and substance mutually agreed upon by the partiessatisfactory, together with any necessary transfer declarations, 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, Leased Property together with any necessary transfer declarations or other filingsfiling; (e) certificates of title to all motor vehicles included in the Assets to be transferred to the Company hereunderTransferred Assets, duly endorsed for transfer to the Company Products as of the Closing Date; and (f) stock certificates representing separate trademark assignments, each dated the Assets described Closing Date, with respect to any United States trademark registrations included in Section 1.1(p) together with stock powers executed by Transferor in blankthe Transferred Assets.

Transfer Documents. Transferor Harrxx xxxll, and shall have caused each Seller to, have delivered to the Company Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer title to the Company Transferred Assets and, in the case of the Real Estate, good and marketable fee simple title to the Assets, Owned Real Estate (or the practical equivalent with respect to the Malaysia Facility) and good and valid leasehold title with respect to the Leased Real Estate (other than the Retained Leased Real Estate) free and clear of any and all Liens thereon, other than Permitted Liens, including, without limitation: (a) a xxxx bills of sale, assignment limited warranty deeds, assignments and general conveyanceconveyances, in form and substance reasonably satisfactory to the CompanyBuyer, dated the Closing Date, with respect to the Assets, (Transferred Assets other than any Asset to be transferred pursuant to any of Transferred Assets owned by the instruments referred to in any other clause of this Section 5.2.4)Transferred Subsidiaries; (b) certificates representing all of the outstanding equity of the Transferred Subsidiaries accompanied by duly executed stock powers; (c) assignments of all Contracts, Intellectual Property Assumed Contract Obligations and any other agreements and instruments constituting AssetsTransferred Assets (other than such Transferred Assets owned by the Transferred Subsidiaries), dated the Closing Date, assigning to the Company Buyer all of Transferoreach Seller'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;; and (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 owned motor vehicles vehicles, if any, included in the Transferred Assets to be transferred to the Company Buyer hereunder, duly endorsed for transfer to the Company Buyer 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. Transferor Seller shall have delivered or shall have caused to the Company be delivered to Purchaser and HCCH at the Closing all documents, certificates and agreements necessary to transfer to the Company Purchaser good and marketable title to the Truckers Business and the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including, without limitation: (a) a xxxx of sale, an assignment and general conveyance, in form and substance reasonably satisfactory to the CompanyPurchaser and HCCH, dated the Closing Date, with respect to the Assets, Assets (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 5.2.45.2.6);; and (b) assignments of all Contracts, Intellectual Property Contracts and any other agreements and instruments constituting Assetsa part of the Truckers Business and Assets to be transferred to Purchaser hereunder, dated the Closing Date, assigning to the Company Purchaser all of TransferorSeller's right, title and interest therein and theretothereto with respect to Billed Premium for any period on and after the Effective Date, with any required Consent endorsed thereon;; and (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 leaseLeases, dated as of the Closing Date, with respect to each Lease and each Other Leaseof Seller utilized in connection with the Truckers Business, including office equipment leases, in form and substance mutually agreed upon by the partiesreasonably satisfactory to Purchaser, 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. Transferor Seller shall have delivered to the Company Buyer at the Closing all documents, certificates and agreements necessary to transfer to the Company good and marketable Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, includingincluding without limitation: (ai) a xxxx bill of sale, assignment and general conveyance, in form and substance substaxxx reasonably satisfactory to the CompanyBuyer, dated the Closing Date, with respect to the Assets, Assets (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 5.2.46.2); (bii) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to the Company Buyer all of TransferorSeller's right, title and interest therein and thereto, with any required Consent endorsed thereon; (ciii) a general warranty deedbargain and sale deed with covenants against grantor's acts, 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 filingsProperty; (div) 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; (ev) certificates of title to all motor vehicles included in the Assets to be transferred to the Company Buyer hereunder, duly endorsed for transfer to the Company Buyer as of the Closing Date; and (fvi) stock certificates representing an assignment of lease, assignment of sale agreement, and consent by the Assets described Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in Section 1.1(p) together with stock powers executed by Transferor in blankthe property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Transferor The Sellers shall have delivered to the Company Buyers at the Closing all documents, certificates and agreements necessary to transfer to the Company Buyers good and marketable title to the Assets, free and clear of any and all Liens thereon, other than Permitted LiensLiens and Liens securing only Assumed Liabilities, includingincluding without limitation: (a) a xxxx bills of sale, assignment and general conveyance, in form and substance reasonably satisfactory to the CompanyBuyers, 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 5.2.45.2.7); (b) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to the Company Buyers all of Transferorthe Sellers's right, title and interest therein and thereto, together with any required Consent endorsed thereonConsent; (c) a general warranty deeddeed and Form A transfer documents, as applicable, dated as of the Closing Date, with respect to each parcel of Owned Real Property in the form and substance mutually agreed upon by the partiesattached as Exhibit C-1 or C-2, as applicable, together with any necessary transfer declarations, declarations or other filings; (d) an assignment of lease, dated as of the Closing Date, with respect to each Lease in the form attached as Exhibit D-1 or D-2, as applicable, and with respect to each Other Lease, Lease in a form and substance mutually agreed upon by reasonably satisfactory to the partiesBuyers, together with any necessary transfer declarations or other filings;; and (e) certificates of title to all motor vehicles included in the Assets to be transferred to the Company Buyers hereunder, duly endorsed for transfer to the Company Buyers 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.