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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mac-Gray Corp)

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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”). 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, (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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mac-Gray Corp)

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”). 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, (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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mac-Gray Corp)

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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).

Appears in 1 contract

Samples: Asset Purchase Agreement (Mac-Gray Corp)

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