Transfer of Transferred Assets. For the consideration set forth in the MTA and other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, Assignor hereby sells, transfers, assigns, conveys, grants and delivers to Assignee, free and clear of any Encumbrances, effective as of the date hereof, all of Assignor’s right, title and interest in and to the Transferred Assets other than the Management Agreement, which is being transferred on the date hereof by separate instrument TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns forever.
Transfer of Transferred Assets. All of the Transferred Assets shall have been effectively sold, transferred, conveyed and assigned to Buyer and all of the deeds, conveyances, bills of sale, certificates of title, assignments, assurances and other instruments and documents referenced in Section 3.2 shall have been executed, delivered and, if appropriate, filed or recorded.
Transfer of Transferred Assets. (a) At the Closing, the Seller Entities 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 Transferred Assets, subject to the Retained Rights and the Rights to Use. Such instruments of transfer (i) 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, (ii) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (iii) shall effectively vest in Buyer good, valid and marketable title in and to all of the Transferred Assets, subject to the Retained Rights and the Rights to Use, free and clear of all mortgages, pledges, security interests, charges, liens, restrictions, easements, covenants, assessments, claims, judgments and encumbrances of any kind (collectively, “Liens”) other than Permitted Liens, and (iv) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Transferred Assets, other than Permitted Liens, as of the Closing Date.
(b) For purposes of this Agreement, “Permitted Liens” shall mean (i) Liens for Taxes (as defined herein) which are not then delinquent, (ii) Liens set forth on Schedule 1.4(b), (iii) pledges or deposits of money securing statutory obligations under workmen’s compensation, unemployment insurance, social security or public liability laws or similar legislation (excluding Liens under ERISA), (iv) pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Seller Entity is a party as lessee made in the Ordinary Course of Business, (v) inchoate and unperfected workers’, mechanics’, vendors’ or similar liens arising in the Ordinary Course of Business, (vi) carriers’, warehousemen’s, suppliers’ or other similar possessory liens arising in the Ordinary Course of Business so long as such Liens attach only to finished goods inventory, (vii) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Seller Entity is a party, (viii) with respect to any Intellectual Property Asset, all Liens (other than Liens evidencing or securing financial obligations) of any kind evidenced by the documents or other instruments true, correct and complete copies of which were provided to Buyer (other than relating to commercial off-the-shelf computer software having a cost...
Transfer of Transferred Assets. At the Closing, uKarma shall deliver or cause to be delivered to Awesome Living good and sufficient instruments of transfer transferring to Awesome Living title to all the Transferred 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 satisfactory to Awesome Living and its counsel, and (c) shall effectively vest in Awesome Living good and marketable title to all the Transferred Assets free and clear of all liens, restrictions and encumbrances.
Transfer of Transferred Assets. Seller and Shareholders shall have validly and effectively transferred to ILOG or ILOG, U.S. the Transferred Assets in accordance with this Agreement free and clear of any Encumbrances and Seller shall have executed all the Conveyance Documents in connection therewith and each of ILOG and ILOG, U.S. and their counsel shall be satisfied that the Reincorporation Merger shall be effective to vest in Merger Subsidiary as Seller under this Agreement and the Ancillary Agreements all right, title and interest to the Transferred Assets such that the same may be effectively transferred to ILOG or ILOG, U.S. pursuant to this Agreement and the Ancillary Agreements.
Transfer of Transferred Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Company will irrevocably and perpetually convey, transfer, novate, assign and deliver to Acquiror, free and clear of all Liens, and Acquiror will acquire all of the Company’s right, title and interest in and to the Transferred Assets. For purposes of this Agreement, “Transferred Assets” means all Assets of the Company used in, held for use in, necessary for, or related to the conduct or operation of the Business, or otherwise contemplated to be transferred to Acquiror pursuant to this Agreement, including the following assets of the Company, in each case to the extent permissible under applicable Law:
Transfer of Transferred Assets. SECTION 2.1 Initial Contribution . . . . . . . . . . . . . 4 SECTION 2.2
Transfer of Transferred Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall (or, as applicable, shall cause the Subsidiary Transferors to) sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Seller (or, as applicable, the Subsidiary Transferors) all of Seller’s (or, as applicable, such Subsidiary Transferors’) right, title and interest in and to the Transferred Assets, free and clear of all Liens other than Permitted Liens.
Transfer of Transferred Assets. (a) At the Closing and subject to the terms and conditions of this Agreement, Seller shall deliver to Purchaser the following, and simultaneously with such delivery, Seller shall take such action as may be necessary or reasonably requested by Purchaser to place Purchaser in possession and control of the Transferred Assets:
(i) Such bills of sale, assignments, novation agreements, master letters of agency or other instruments of transfer and assignment, as shall be necessary to vest in Purchaser title to the Transferred Assets sold and assigned under this Agreement, free and clear of all liens, claims and encumbrances;
(ii) Copies of resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller and a certificate of Seller's secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(iii) Such other certificates or other documents or instruments as the Purchaser or Purchaser's council may reasonably request.
(b) At the Closing, as a condition to Seller's obligations under this Agreement, Purchaser shall deliver to Seller the following:
(i) Copies of resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement by Purchaser and a certificate of Purchaser's secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; and
(ii) Such other certificates or other documents or instruments as Seller or Seller's counsel may reasonably request.
Transfer of Transferred Assets. (a) CDPD Platform-based Subscribers. On September 27, 2002, GoAmerica shall deliver to EarthLink a database, in a form and containing data in the form attached as Exhibit B, an electronic database of customer information related to GoAmerica's CDPD platform-based Subscribers. EarthLink shall have two (2) business days to verify the
