Transfer of Title to the Assets Sample Clauses

Transfer of Title to the Assets. (a) Seller will sell, assign, convey, transfer and deliver the Acquired Assets to Buyer at the Closing by means of deeds, bills of sale, assignments, endorsements and certificates, and such other instruments of transfer and conveyance as will be necessary or appropriate to vest good and marketable title to the Acquired Assets in Buyer, free and clear of any Encumbrances.
Sample 1
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Transfer of Title to the Assets. Seller shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Closing by means of bills of sale and assignments in the forms attached as Schedule 1.4.1 hereto and such other endorsements, certificates and instruments of transfer as shall be necessary or appropriate to vest good and marketable title to the Assets in Purchaser, free and clear of any liens, charges and encumbrances, except as otherwise set forth in this Agreement or in the Schedules hereto, provided that title to the
Sample 1
Transfer of Title to the Assets. Seller's sale, assignment, conveyance, transfer, and delivery of the Assets to Buyer shall be made at the Closing by appropriate instruments of transfer as shall be reasonably requested by Buyer or otherwise sufficient to vest in Buyer, as of the Closing Date, good and marketable title to the Assets that are owned, as of the Closing Date by Seller, and a valid and assignable leasehold interest in the Assets that are leased by Seller as of the Closing Date, in each case free and clear of any liens, charges and encumbrances. Such instruments of assignment, conveyance, and transfer shall include, without limitation, a bill of sale transferring title to tangible assets in the form of Xxxibit A hereto (the "Bill of Sale") and anything else reasonably contemplated by this Axxxxment to be delivered in order to transfer possession and enjoyment of the Assets to Buyer. Risk of loss of the Assets shall pass from Seller to Buyer at Closing.
Sample 1
Transfer of Title to the Assets. Seller shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Closing by means of deeds, bills of sale, assignments, endorsements, certificates and such other instruments of transfer and conveyance as shall be necessary or appropriate to vest good and indefeasible title to the Assets in Purchaser, free and clear of any liens, charges and encumbrances (except for those covenants, easements, restrictions and other matters of record affecting title to the Real Property as set forth on the Real Property Schedule.) Title to the Assets of the Subsidiaries shall be transferred to Seller by liquidation of the Subsidiaries and distribution to Seller, or merger of the Subsidiaries into Seller, prior to Closing, and Seller shall then transfer title to such Assets to Purchaser at Closing pursuant to this Section 2.3.
Sample 1
Transfer of Title to the Assets. The sale, assignment, transfer and delivery by KMD of the Assets shall be made at the Closing and evidenced by a duly executed Xxxx of Sale and Assignment substantially in the form of EXHIBIT E hereto (the "Xxxx of Sale and Assignment") and by such other instruments of transfer and assignment as Buyer shall reasonably request in order to vest in Buyer, as of the Closing Date, title to the Assets which are owned and a valid and assignable leasehold or other contractual interest in the Assets which are leased or otherwise held under Contract, in each case free and clear of any and all material Liens. Sellers covenant and agree to execute and deliver such other and further instruments of assignment, transfer or conveyance of any of the Assets as Buyer may reasonably request after the Closing Date to evidence Buyer's right, title and interest in and to the Assets.
Sample 1
Transfer of Title to the Assets. The sale, assignment, conveyance, transfer and delivery by Seller of the Assets shall be made at the Closing by a xxxx of sale substan- tially in the form of EXHIBIT I hereto (the "Xxxx of Sale"); a deed substantially in the form of EXHIBIT II hereto (the "Deed"); and other appropriate instruments of transfer and assignment as Buyer may reasonably require. All assignments of patents shall be implemented by the delivery to Buyer of an executed master assignment document (the "Patent Assignment"), in the form attached hereto as EXHIBIT III. Assignment of contracts shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT XI hereto (the "Contract Assignment"). Assignment of United States trademark registrations shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT XII hereto (the "U.S. Trademark Assignment"). Assignment of foreign trademarks and assignment of copyrights shall be implemented by means of delivery to Buyer of an assignment in the form of EXHIBIT XIII hereto (the "General Assignment and Xxxx of Sale") and delivery to Buyer, subsequent to Closing, of executed docu- ments (to be supplied at Seller's expense as expeditiously as possible after Closing) suitable for recording at Buyer's ex- pense. The Assignment of all permits and licenses in any way relating to the Assets shall be implemented by the delivery to Buyer of an assignment in the form of EXHIBIT IX hereto (the "Permit Assignment"). The assignment of the lease for the storage tank presently leased by the Business in Antwerp, Belgium will be implemented by the delivery to Buyer or a subsidiary of Buyer as designated by Buyer of an assignment in the form of EXHIBIT XV hereto (the "Tank Lease Assignment"). Seller cove- nants and agrees to execute and deliver, without additional consideration, such other and further instruments of assignment, transfer or conveyance of any of the Assets as Buyer may reason- ably require, whether on or after the Closing Date, to evidence or perfect Buyer's right, title and interest in and to the Assets.
Sample 1

Related to Transfer of Title to the Assets

  • Transfer of Title Seller shall transfer title in and to the Shares to the Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • No Merger of Title There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same person or entity may acquire, own or hold, directly or indirectly: (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Condition of Title 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

  • Protection of Title to Trust Property (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

  • Passage of Title Title to all Purchased Assets shall pass from Seller to Buyer at Closing, subject to the terms and conditions of this Agreement. Buyer assumes no risk of loss to the Purchased Assets prior to Closing.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

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