Common use of Transfer of Subject Assets Clause in Contracts

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”), and (d) where applicable, shall be accompanied by 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. Except as otherwise provided in Section 1 of the Services Agreement, Seller shall within five (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 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. 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”"LIENS"), and (d) where applicable, shall be accompanied by 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. Except as otherwise provided in Section 1 of the Services Agreement, Seller shall within five (5) business days following the receipt thereof thereof, (i) forward or refer to Buyer all third party inquiries and correspondence relating to the Subject Assets or the Business 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. 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, and (d) where applicable, the Seller shall be accompanied by 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. Except as otherwise provided in Section 1 of From and after the Services AgreementClosing, Seller shall promptly, and in any event within five (5) 5 business days following the receipt thereof thereof, (i) forward or refer to Buyer all third party inquiries and correspondence relating to the Subject Assets or the Business 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. At the Closing, (a) Seller shall deliver -------------------------- or cause to be delivered to Buyer (i) good and sufficient instruments of transfer transferring to Buyer all right, title and interest in and to all of the Subject Assets. Such Assets and such instruments of transfer (aw) 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, (bx) shall be in form and substance satisfactory to Buyer and its counsel, (cy) 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 restrictions and encumbrances of any kind kind, except for liens for taxes not yet due and payable (collectively, “"Liens”"), and (dz) where applicable, shall be accompanied by evidence of the discharge of all Liens on liens and encumbrances against the Subject Assets. ; (ii) employment agreements in the form of Exhibit B, executed by each Stockholder (collectively, the --------- "Employment Agreements"); (iii) non-competition agreements in the form of Exhibit C, executed by each Stockholder (collectively, the "Non-Competition --------- Agreements"); (iv) a registration rights agreement in the form of Exhibit D, --------- executed by Seller from time and each Stockholder (the "Registration Rights Agreement"); and (v) such other documentation as may be reasonably agreed to time after by Buyer and Seller in connection with the Closing at consummation of the request transactions contemplated by this Agreement; and (b) Buyer shall deliver to Seller and the Stockholders (i) the amounts of cash and Parent Stock set forth in Section 1.3; (ii) the Employment Agreements executed by Buyer and Parent; (iii) the Registration Rights Agreement executed by each of Buyer and without further consideration shall execute Parent; and deliver further instruments of transfer and assignment (in addition to those delivered at the Closingiv) and take such other actions documentation as may be reasonably agreed to by Buyer may reasonably require to more effectively transfer and assign to, and vest in, Buyer each Seller in connection with the consummation of the Subject Assets and remove any Liens thereon. Except as otherwise provided in Section 1 of the Services transactions contemplated by this Agreement, Seller shall within five (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 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. At the As a condition to Closing, Seller (a) Sellers -------------------------- shall deliver or cause to be delivered to Buyer (i) good and sufficient instruments of transfer transferring to Buyer all right, title and interest in and to all of the Subject Assets. Such Assets and such instruments of transfer (aw) 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, (bx) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (cy) 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, taxes, liens, restrictions, easements, covenants, leases, assessments, claims, rights, judgments, encroachments restrictions and encumbrances of any kind kind, except for liens for taxes not yet due and payable (collectively, “"Liens”"), and (dz) where applicable, shall be accompanied by evidence of the discharge of all Liens on liens and encumbrances against the Subject Assets. Seller from time to time after ; (ii) an employment agreement in the Closing at form of Exhibit B, executed by --------- Stockholder, (the request "Employment Agreement"); (iii) a non-competition agreement in the form of Buyer 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 without further consideration shall execute and deliver further instruments of transfer and assignment (in addition to those delivered at the Closingvi) and take such other actions --------- documentation as may be reasonably agreed to by Buyer may reasonably require to more effectively transfer and assign to, and vest in, Buyer each in connection with the consummation of the Subject Assets transactions contemplated by this Agreement; and remove any Liens thereon. Except (b) Buyer shall deliver to Sellers and the Stockholder, as otherwise provided in Section 1 of the Services Agreement, Seller shall within five (5) business days following the receipt thereof applicable (i) forward or refer to Buyer all third party inquiries and correspondence relating to the Subject Assets or the Business and amount of cash set forth in Section 1.3; (ii) remit any the Employment Agreement executed by Parent; (iii) the Non-Competition Agreement executed by Buyer and all amounts received by Seller which are properly included Parent; (iv) the Promissory Note marked "canceled"; (v) an Opinion of Counsel of Buyer substantially in the Subject Assets form attached hereto as Exhibit F; (including without limitation, payments under any Laundry Lease)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. 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 after the Closing, and (d) where applicablethe Seller shall deliver to the Buyer evidence of the discharge of all UCC Liens on the Subject Assets. As soon as reasonably practicable after the Closing, the Seller shall be accompanied by deliver to the Buyer evidence of the discharge of all Liens on the Subject AssetsVehicles. 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. Except as otherwise provided in Section 1 of From and after the Services AgreementClosing, Seller shall promptly, and in any event within five (5) 5 business days following the receipt thereof thereof, (i) forward or refer to Buyer all third party inquiries and correspondence relating to the Subject Assets or the Business 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).