Transfer of Title to the Assets Sample Clauses

Transfer of Title to the Assets. Sellers shall sell, assign, convey, transfer and deliver the Assets to Purchaser at the Asset Transfer Date by means of bills of sale, assignments, endorsements, certificates and such other instruments of transfer as shall be necessary or appropriate to vest good title to the Assets in Purchaser, free and clear of any liens, charges and encumbrances, except as otherwise set forth in this Agreement.
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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
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.
Sample 1
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. (b) Seller will pay title insurance costs and any and all transfer taxes or similar duties, fees, etc. in connection with the transfer described in Section 2.3(a) (including any and all real estate transfer taxes in connection with the transfer of the Real Property). (c) Buyer will pay any and all recording fees in connection with the transfer of the Real Property.
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. 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. 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
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Related to Transfer of Title to the Assets

  • Transfer of Title Each party agrees that all right, title and interest in and to any Eligible Credit Support, Equivalent Credit Support, Equivalent Distributions or Interest Amount which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • 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.

  • WARRANTY OF TITLE TO GAS 1. Seller warrants the title to all gas delivered hereunder and the right to sell the same and that such gas shall be free and clear from all liens and adverse claims.

  • 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 (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

  • Passage of Title 9.7.1 The ownership and title to the Goods and any part thereof shall fully pass to ISR free and clear of all security interests, liens, attachment, encumbrances and any other rights or claims of any kind of any third party, upon the date of issuance by ISR of the Final Acceptance Certificate for each of the Goods at ISR Site. The passing of title to ISR and the vesting of ownership rights shall be without prejudice to any right that may accrue to ISR under this Agreement. 9.7.2 ISR shall bear no responsibility for any Works performed or materials, components or equipment used by Supplier or deposited with any Subcontractor, including such materials, equipment or Works being stored or that have been placed at any Site and which are lost, stolen, damaged, destroyed or otherwise fail prior to Acceptance Certificate. Supplier shall be solely responsible to protect completely and preserve entirely the Goods and any related Works, components, material and equipment until the Acceptance.

  • 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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