Common use of Transfer of Purchased Stock Clause in Contracts

Transfer of Purchased Stock. At the Closing, the Sellers shall transfer to Buyer, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates, or certification of the President of the Company that the stock of the Company has been surrendered and reissued into the name of the Buyer. If a stock certificate is not delivered to Buyer, then Sellers shall also deliver an opinion of counsel that the transfer of the certificates to Buyer from Sellers is complete under the laws of New Jersey. If any Sellers shall fail or refuse to deliver any of the Purchased Stock, or any stock certificate or closing certificate or document required to be delivered by that Sellers, at the Closing as provided herein, such default shall not relieve any other Sellers of his obligations to comply fully with this Agreement, and the Buyer, at its option and without prejudice to its rights against any such defaulting Sellers, may (a) acquire only the Purchased Stock which have been delivered to it, or (b) refuse to acquire any Purchased Stock and thereby terminate all of its obligations hereunder to the Sellers, by delivery of written notice of termination and with no liability of the Buyer. The Sellers acknowledges that the Purchased Stock is unique and not otherwise available, and agree that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance.

Transfer of Purchased Stock. At the Closing, the Sellers shall transfer to BuyerBuyer the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected affected by delivery to Buyer of the stock certificates, certificates representing the Purchased Stock duly executed in blank or certification of the President of the Company that the accompanied by duly executed stock of the Company has been surrendered and reissued into the name of the Buyer. If a stock certificate is not delivered to Buyer, then Sellers shall also deliver an opinion of counsel that the transfer of the certificates to Buyer from Sellers is complete under the laws of New Jerseypowers in blank. If any Sellers Seller shall fail or refuse to deliver any of the Purchased Stock, or any stock certificate or closing certificate or document required to be delivered by that SellersSeller, at the Closing as provided herein, such default shall not relieve any other Sellers Seller of his obligations to comply fully with this Agreement, and the Buyer, at its option and without prejudice to its rights against any such defaulting Seller or Sellers, may (a) acquire only the Purchased Stock which have been delivered to it, or (b) refuse to acquire any Purchased Stock and thereby terminate all of its obligations hereunder to all the Sellers, by delivery of written notice of termination and with no liability of the BuyerBuyer to the non- defaulting Sellers. The Sellers acknowledges acknowledge that the Purchased Stock is unique and not otherwise available, and agree that, in addition to any other available remedies; , Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance. If any Seller shall fail to perform his obligations under this Agreement at the Closing, no other Seller shall per se have any liability to Buyer therefore.

Transfer of Purchased Stock. At the Closing, the Sellers shall transfer to Buyer, the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates, or certification of the President of the Company that all of the stock of the Company has been surrendered and reissued into the name of the Buyersurrendered. If a stock certificate is not delivered to Buyer, then Sellers shall also deliver an opinion of counsel that the transfer of the certificates to Buyer from Sellers is complete under the laws of New JerseyCalifornia. If any Sellers Seller shall fail or refuse to deliver any of the Purchased Stock, or any stock certificate or closing certificate or document required to be delivered by that SellersSeller, at the Closing as provided herein, such default shall not relieve any other Sellers Seller of his obligations to comply fully with this Agreement, and the Buyer, at its option and without prejudice to its rights against any such defaulting Seller or Sellers, may (a) acquire only the Purchased Stock which have been delivered to it, or (b) refuse to acquire any Purchased Stock and thereby terminate all of its obligations hereunder to all the Sellers, by delivery of written notice of termination and with no liability of the BuyerBuyer to the nondefaulting Sellers. The Sellers acknowledges acknowledge that the Purchased Stock is unique and not otherwise available, and agree that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance. If any Seller shall fail to perform his obligations under this Agreement at the Closing, no other Seller shall per se have any liability to Buyer therefore.

Transfer of Purchased Stock. At the Closing, the Sellers Seller shall transfer to BuyerBuyer or its nominee the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates, or certification of the President of the Company that all of the stock of PURCHASE & SALE AGREEMENT DTS8 COFFEE 31-01-2012 - 2 the Company has been surrendered and reissued into the name of the Buyer. If a stock certificate is not delivered to Buyer, then Sellers Seller shall also deliver an opinion of counsel that the transfer of the certificates to Buyer from Sellers Seller is complete under the laws of New JerseyHong Kong. If any Sellers the Seller shall fail or refuse to deliver any of the Purchased Stock, or any stock certificate or closing certificate or document required to be delivered by that Sellersthe Seller, at the Closing as provided herein, such default shall not relieve any other Sellers the Seller of his obligations to comply fully with this Agreement, and the Buyer, at its option and without prejudice to its rights against any such defaulting Sellersthe Seller, may (a) acquire only the Purchased Stock which have been delivered to it, or (b) refuse to acquire any Purchased Stock and thereby terminate all of its obligations hereunder to the SellersSeller, by delivery of written notice of termination and with no liability of the BuyerBuyer to the Seller. The Sellers Seller acknowledges that the Purchased Stock is unique and not otherwise available, and agree that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Sellers Seller hereunder, including, without limitation, an action for specific performance.