Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed” or “assignment” of the assets and interests referenced herein.
Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a "xxxx of sale" or "assignment" of the matters transferred or conveyed as set forth in this Agreement.
Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “xxxx of sale” or “assignment” of the assets and interests referenced herein. For the avoidance of doubt, the conveyance of the Assets from Xxxxxx Xxxxx, TRMC, the General Partner, the Partnership or the Operating Company to the Operating Company or TSPC, all as applicable, is not intended to be treated as a sale for tax or any other purposes.
Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall constitute a “xxxx of sale” or “assignment” of the MEP OLP Interest.
Xxxx of Sale; Assignment. To the extent required by applicable law, this Agreement shall also constitute a “xxxx of sale” or “assignment” of the Percentage Interest.
Xxxx of Sale; Assignment. A xxxx of sale and general assignment ------------------------ conveying all of the tangible Personal Property to Buyer and an assignment conveying all of the intangible Personal Property to Buyer.
Xxxx of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “xxxx of sale” or “assignment” of the Trust Assets.
Xxxx of Sale; Assignment. Acceptance and Assumption Agreement; ------------------------------------------------------------------- Instruments of Further Assurance ---------------------------- On the Effective Date, the Partnership and the Trust shall execute a Xxxx of Sale, Assignment, Acceptance and Assumption Agreement conveying the Retained Assets, Cash Reserves and Liabilities to the Trust, a form of which is attached as Exhibit A hereto. ------- - After the dissolution of the Partnership, such Persons as shall have the right and power to so act, will, upon reasonable request of the Trustee, execute, acknowledge, and deliver such further instruments and do such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate the transfer to the Trustee of any property intended to be covered hereby, and to vest in the Trustee, its successors and assigns, the estate, powers, instruments or funds in trust hereunder.
Xxxx of Sale; Assignment. Each of the Seller Parties by these presents does hereby sell, assign, transfer, convey and deliver to Purchaser, and Purchaser does hereby purchase and acquire from Seller Parties (including, in connection with the Owned Real Property, from Mooresville, and in connection with the grant of the Davidson Easement, from Davidson), all right, title and interest of Seller Parties in, to and under the Assets, free and clear of all Liens other than Permitted Liens; provided, however, that this Instrument of Transfer shall not constitute an assignment of, directly or indirectly, any Contract that is an Asset or any claim or right or any benefit arising under or resulting from such Asset with respect to which any Seller Consent or other Consent pursuant to such a Contract is not obtained prior to the Closing if an attempted direct or indirect assignment thereof, without such Consent, would constitute a breach, default, violation or other contravention of the rights of any third party or of applicable Legal Requirements, would be ineffective with respect to any party to an agreement concerning such Asset, claim or right, or would in any way adversely affect the rights of any Seller Party or, upon transfer, Purchaser, under such Asset, claim or right (each a “Delayed Transfer Asset”). Such Delayed Transfer Assets shall be treated as Non-Assignable Assets pursuant to the terms of the Agreement, and if and when such Consent is duly obtained after the Closing, such Delayed Transfer Asset shall automatically be sold, assigned, transferred, conveyed and delivered to Purchaser pursuant to this Instrument of Transfer without any further action on the part of the Seller Parties or the Purchaser.
Xxxx of Sale; Assignment and Assumption Agreement. The Company and the Purchaser hereby execute and deliver a Xxxx of Sale, Assignment, and Assumption Agreement in the form attached hereto as Exhibit 2.9 (the "Assignment Agreement"), and agree to execute after the date hereof any other related instruments of assignment, certificates of title or other conveyance documents necessary to effecting the transfer of all of the Assets and the Assumed Liabilities from the Company to the Purchaser, and the Company hereby delivers possession of the Assets to the Purchaser. Section 2.10
