Transfer of Subject Assets. Seller shall deliver or cause to be delivered to Purchaser good and sufficient instruments of transfer transferring to Purchaser title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Purchaser and its counsel, (c) shall effectively vest in Purchaser good and marketable title to all of the Assets free and clear of all Liens (as hereafter defined), and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.
Transfer of Subject Assets. At the Closing, Seller shall deliver or cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all the Subject Assets. Such instruments of transfer
(a) shall be in the form and will contain the warranties, covenants and other provisions (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance satisfactory to Buyer and its counsel, and (c) shall effectively vest in Buyer good and marketable title to all the Subject Assets free and clear of all liens, restrictions and encumbrances not shown or reflected on the Base Balance Sheet.
Transfer of Subject Assets. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser good and sufficient instruments of transfer, transferring to Purchaser title to all of the Subject Assets. Such instruments of transfer (a) shall be in the form and will contain the warranties, covenants and other provisions (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Purchaser and its counsel, and (c) except as otherwise provided in this Agreement, shall effectively vest in Purchaser good and marketable title to all the Subject Assets free and clear of all licenses, liens, encumbrances, mortgages and security interests whatsoever (collectively "Liens") other than Assumed Liabilities. To the extent allowed under each Assumed Contract and to the extent allowed by law, on the Closing Date, Seller shall also deliver or cause to be delivered to Purchaser all of the Assumed Contracts and such assignments thereof as are necessary to assure Purchaser their full and useful benefit. Notwithstanding the foregoing, however, the parties acknowledge that Seller shall have no obligation at or after Closing to obtain or deliver to Purchaser any consents required under the Assumed Contracts in connection with the transactions described in this Agreement. Seller and Purchaser shall at and subsequent to the Closing Date cooperate in the transition of the Business and the Assumed Contracts to Purchaser, including any commercially reasonable efforts to maintain the goodwill and business of customers of the Business.
Transfer of Subject Assets. At the Closing, Seller shall deliver or cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all the Subject Assets. Such instruments of transfer (a) shall be in the form attached hereto as Exhibit 1.6 and (b) shall effectively vest in Buyer good and marketable title to all the Subject Assets free and clear of all liens, restrictions and encumbrances not shown or reflected on the Base Balance Sheet.
Transfer of Subject Assets. The Seller shall deliver or cause to -------------------------- be delivered to Buyer (i) an Assignment and Assumption Agreement substantially in the form of Exhibit C hereto and (ii) a Xxxx of Sale substantially in the --------- form of Exhibit D hereto transferring to Buyer good and marketable title to all --------- the Subject Assets.
Transfer of Subject Assets. On the Closing Date, Sellers shall deliver or cause to be delivered to Purchaser good and sufficient instruments of transfer, transferring to Purchaser title to all of the Subject Assets. Such instruments of transfer (a) shall be in the form and will contain the warranties, covenants and other provisions (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Purchaser and its counsel, and (c) except as otherwise provided in this Agreement, shall effectively vest in Purchaser good and marketable title to all the Subject Assets free and clear of all licenses, liens, encumbrances, mortgages and security interests whatsoever (collectively "Liens").
Transfer of Subject Assets. At the Closing, Seller shall deliver or cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer all right, title and interest in and to all of the Subject Assets. Such instruments of transfer (a) shall be in the form which is usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Subject Assets free and clear of all mortgages, pledges, security interests, charges, liens, restrictions, easements, covenants, leases, assessments, claims, rights, judgments, encroachments and encumbrances of any kind (collectively, “Liens”). Within 5 days of the Closing, the Seller shall deliver to the Buyer evidence of the discharge of all Liens on the Subject Assets. Seller from time to time after the Closing at the request of Buyer and without further consideration shall execute and deliver further instruments of transfer and assignment (in addition to those delivered at the Closing) and take such other actions as Buyer may reasonably require to more effectively transfer and assign to, and vest in, Buyer each of the Subject Assets and remove any Liens thereon. From and after the Closing, Seller shall promptly, and in any event within 5 business days following the receipt thereof, (i) forward or refer to Buyer all third party inquiries and correspondence relating to the Subject Assets or the business of Seller purchased by Buyer and (ii) remit any and all amounts received by Seller which are properly included in the Subject Assets (including without limitation, payments under any Laundry Lease).
Transfer of Subject Assets. As a condition to Closing, (a) Sellers -------------------------- shall deliver or cause to be delivered to Buyer (i) good and sufficient instruments of transfer transferring to Buyer title to all of the Subject Assets and such instruments of transfer (w) shall be in the form which is usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (x) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (y) shall effectively vest in Buyer good title to all of the Subject Assets free and clear of all mortgages, pledges, security interests, charges, taxes, liens, restrictions and encumbrances of any kind, except for liens for taxes not yet due and payable (collectively, "Liens"), and (z) where applicable, shall be accompanied by evidence of the discharge of all liens and encumbrances against the Subject Assets; (ii) an employment agreement in the form of Exhibit B, executed by --------- Stockholder, (the "Employment Agreement"); (iii) a non-competition agreement in the form of Exhibit C, executed by Stockholder (the "Non-Competition --------- Agreement"); (iv) a transition plan in the form of Exhibit D, executed by --------- Stockholder (the "Transition Plan"); (v) an Opinion of Counsel of Sellers substantially in the form attached hereto as Exhibit E; and (vi) such other --------- documentation as may be reasonably agreed to by Buyer in connection with the consummation of the transactions contemplated by this Agreement; and (b) Buyer shall deliver to Sellers and the Stockholder, as applicable (i) the amount of cash set forth in Section 1.3; (ii) the Employment Agreement executed by Parent; (iii) the Non-Competition Agreement executed by Buyer and Parent; (iv) the Promissory Note marked "canceled"; (v) an Opinion of Counsel of Buyer substantially in the form attached hereto as Exhibit F; (vi) an assumption --------- agreement with respect to the Contract Liabilities; and (vii) such other documentation as may be reasonably agreed to by Sellers in connection with the consummation of the transactions contemplated by this Agreement.
Transfer of Subject Assets. Seller shall deliver or cause to be delivered to Acquisition Sub good and sufficient instruments of transfer transferring to Acquisition Sub title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Acquisition Sub and its counsel, (c) shall effectively vest in Acquisition Sub good and marketable title to all of the Assets free and clear of all Liens (as hereafter defined), and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.
Transfer of Subject Assets. Unless waived by Buyer at the Closing, Seller shall deliver or cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all Subject Assets. Such instruments of transfer (a) shall be in the form (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, and (c) shall effectively vest in Buyer good and marketable title to all the Subject Assets free and clear of all liens, restrictions and encumbrances except anything arising from actions of Buyer and except for such liens as are identified on the Disclosure Schedule with respect to which Buyer shall take the assets subject to such liens or such other liens or encumbrances, if any, that would not Materially interfere with the present use of the Subject Assets (collectively, “Permitted Liens”). Notwithstanding anything to the contrary in this Agreement, those contracts described in Schedule 1.6, attached hereto which the Seller requires a sublicense prior to assigning same to Buyer, shall pass as promptly as reasonably commercially practicable following the Closing.
