Transfer Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Transfer Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its Assets and the valid and effective Assumption by the applicable Party of its assumed Liabilities for Transfers and Assumptions to be effected pursuant to New York Law or the Laws of one of the other states of the United States or the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.
Transfer Instruments. “Transfer Instruments” means all the instruments by which Seller will convey the Hotel to Buyer and/or Buyer’s nominees hereunder, including (without limitation) the Deed, the Xxxx of Sale, the Contract Assignment, the General Assignment and the Lease Assignment.
Transfer Instruments. If a prospective Additional Member is acquiring an Interest in connection with a Member’s transfer of Interest, the assigning Member and the Assignee shall sign, acknowledge, and deliver instruments of transfer and assignments to the Company, in the form and substance satisfactory to the Company.
Transfer Instruments. A transfer instrument, dated as of the Closing Date, in the form attached hereto as Exhibit III, with respect to each Purchased Interest held by each Seller.
Transfer Instruments. 21 7.5 Release.....................................................21 7.6
Transfer Instruments. Bills of sale, assignments and other transfer instruments sufficient to convey, transfer, and assign to Buyer, and to effectively and legally vest in Buyer, all of Seller's right, title and interest in and to the Purchased Assets;
Transfer Instruments. Other instruments of transfer reasonably requested by the Buyer to evidence the transfer of the Purchased Assets to the Buyer and consummation of the Contemplated Transactions;
Transfer Instruments. The Parties agree to endeavor commercially reasonable efforts and mutually cooperate to prepare the documents and information reasonably required to immediately formalize before third parties the transfer of the Shares from the Sellers to the Buyer, pursuant to applicable Law.
2.4.1. The Parties agree to register the transfer of the Shares set forth herein in book-entry form in the Company’s books and records kept by the transfer agent of the Shares. The Parties shall mutually cooperate and perform, within a reasonable term, the acts requested by other Party and/or by the share transfer agent to formalize the transfer of the Shares, as provided in this Section and/or in accordance with any other method deemed more efficient and acceptable by the Parties, which, in any case, shall comply with the applicable Law.
Transfer Instruments. Genco shall deliver to Buyer (a) the Intercompany Notes, duly endorsed in blank for transfer, (b) certificate(s) evidencing the Mid-Atlantic Stock, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank, (c) instruments of transfer in substantially the form attached hereto as Schedule 9.3A, in order to effectuate the transfer of the LLC Interests and (d) a general transfer and conveyancing instrument with respect to the Acquired Assets in substantially the form attached hereto as Schedule 9.3B duly executed by the Sellers.
Transfer Instruments. A Special Warranty Deed conveying fee simple title to the Property --------------------- subject to no exceptions other than the Permitted Encumbrances, and all other agreements, assignments and other instruments of transfer, dated prior to or as of the Closing Date, fully executed, and, where applicable, recordable in the appropriate public records, in form sufficient to transfer to Buyer title to the Assets of the quality required under the terms of this Agreement and reasonably satisfactory to counsel to Buyer.
