Common use of Xxxx of Sale; Transfer Documents; Assumption Agreement Clause in Contracts

Xxxx of Sale; Transfer Documents; Assumption Agreement. (a) On the Closing Date, the Seller shall execute and deliver to the Buyer a xxxx of sale in respect of the Assets in substantially the form of Exhibit A annexed hereto (the "Xxxx of Sale"). In addition, to the extent that specific assignments may be necessary or appropriate in respect of any of the Assets, and/or to the extent that any of the Assets are represented by certificates of title or other documents, then the Seller shall execute and deliver to the Buyer any and/or additional transfer documents, and shall endorse to and in the name of the Buyer all certificates of title and other such documents, as may be necessary or appropriate in order to effect the full transfer to the Buyer or its designee(s) of all of the Assets. (b) On the Closing Date, the Seller and the Buyer shall execute and deliver to one another an assignment and assumption agreement in respect of the Assumed Liabilities in substantially the form of Exhibit B annexed hereto (the "Assumption Agreement"). In addition, to the extent that specific assignments may be required in order to effect the assignment to and assumption by the Buyer of any particular Assumed Liabilities, the Seller and the Buyer shall execute and deliver to one another such additional assignment and assumption documents.

Xxxx of Sale; Transfer Documents; Assumption Agreement. (a) On the Closing Date, the Seller Sellers shall execute and deliver to the Buyer a xxxx of sale in respect of the Assets in substantially the form of Exhibit A B annexed hereto (the "Xxxx of Sale"). In addition, to the extent that --------- specific assignments may be necessary or appropriate in respect of any of the Assets, and/or to the extent that any of the Assets are represented by certificates of title or other documents, then the Seller Sellers shall execute and deliver to the Buyer any and/or and or additional transfer documents, and shall endorse to and in the name of the Buyer all certificates of title and other such documents, as may be necessary or appropriate in order to effect the full transfer to the Buyer or its designee(s) of all of the Assets. (b) On the Closing Date, the Seller Sellers and the Buyer shall execute and deliver to one another an assignment and assumption agreement in respect of the Assumed Liabilities in substantially the form of Exhibit B C annexed hereto (the "Assumption Agreement"). --------- In addition, to the extent that specific assignments may be required in order to effect the assignment to and assumption by the Buyer of any particular Assumed Liabilities, the Seller Sellers and the Buyer shall execute and deliver to one another such additional assignment and assumption documents.