Common use of Transfer of Subject Assets Clause in Contracts

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. 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.