Transfer of NKA Notes Sample Clauses

Transfer of NKA Notes. At the Closing, Sellers shall cause the NKA Noteholders, as described in Exhibit "C", to sell, transfer, assign, convey and deliver to Clariti all right, title and interest in and to the NKA Notes for the consideration set forth in Section 2.4 and in accordance with the following: (a) The NKA Noteholders must transfer the NKA Notes free from all Liens and together with all rights, including conversion rights and rights to interest, attached or accrued thereto on or after the date of this Agreement. (b) Clariti need not complete the purchase of any of the NKA Notes unless the purchase of all the NKA Notes and the Shares (as provided for in Section 2.1) is completed simultaneously. (c) Each NKA Noteholder shall, at or before the Closing, deliver to Clariti (and the Sellers shall cause the NKA Noteholders to so deliver): (i) duly executed and completed transfers in favor of Clariti of the NKA Notes together with the original NKA Notes and any certificates for the NKA Notes; (ii) any power of attorney or other authority under which the transfer of the NKA Notes are executed; and (iii) such other documentation as reasonably requested by Clariti including without limitation (A) an appropriate written release by the NKA Noteholder of any and all claims against the Company including without limitation those arising under or pursuant to the NKA Notes and (B) appropriate warranties, representations and covenants concerning: (i) the ownership of the NKA Notes, (ii) the authority and ability to transfer NKA Notes in accordance with the terms and conditions of this Section 2.2, and (iii) their investment in the common stock of Clariti and acknowledgment and agreement with those matters described in Section 3.31 as if each NKA Noteholder was a Seller.