Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing (i) a xxxx of sale (in substantially the form of Exhibit A), and (iii) all such assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto.
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing, (i) a xxxx of sale (the "Xxxx of Sale"); and (ii) the Assignment and Assumption Agreement; in each case in substantially the forms attached hereto as EXHIBITS "A" and "B," respectively; and (iii) all such assignments, endorsements and instruments of transfer, if any, as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to the Assets and all right, title and interest of Seller thereto. Seller shall execute and deliver to Buyer at the Closing the Assignment and Assumption Agreement. Seller shall prepare appropriate forms of instructions of transfer and conveyance in conformity with this Agreement and shall submit them to Buyer for examination twenty-four (24) hours prior to the Closing Date. Any time and from time to time after the Closing Date, on Buyer's request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this Agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the Assets sold to Buyer.
Transfer and Conveyance. At the Effective Time, all of the rights, privileges, and powers of the Corporation and the Company, and all property, real, personal, and mixed, and all debts due to each of the Corporation and the Company, as well as all other things and causes of action belonging to each of the Corporation and the Company shall be vested in the Corporation as the Survivor, and shall thereafter be the property of the Survivor.
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing a (i) xxxx of sale (the "Xxxx of Sale"), (ii) the Assignment and Assumption Agreement, (iii) assignment of Intellectual Property Rights (the "Assignment of Intellectual Property Rights"), in each case in substantially the forms attached hereto as Exhibits A, B and C, respectively, and (iv) all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto. Buyer shall execute and deliver to Seller at the Closing the Assignment and Assumption Agreement.
Transfer and Conveyance. The District agrees to convey and assign to [BUYER] all of the District’s rights, titles, and interest in the Equipment as listed in Exhibit A.
Transfer and Conveyance. Seller shall execute and deliver to the Buyer at the Closing a Cash Sale and Bills of Sale and Assignment of Intangibles (Accounts Receivable and Other Assets) in substantially the forms attached hereto as Exhibits A, B and C, respectively, and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in the Buyer title to all of the Assets and all right, title and interest of Seller thereto.
Transfer and Conveyance. The Stock and the Purchased Assets will be conveyed to Buyer in accordance with Article VIII.
Transfer and Conveyance. Samaritan shall execute and deliver to the Company at or prior to the Closing a Xxxx of Sale and Assignment in substantially the form attached hereto as Exhibit A and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in the Company title to all of the Assets and all right, title and interest of Samaritan thereto.
Transfer and Conveyance of the Subsequent ----------------------------------------- Business Loans. -------------- (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date contribute, transfer, assign, set over and otherwise convey without recourse, to the Trust all right, title and interest of the Seller in and to each Subsequent Business Loan listed on the Business Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Business Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in and to all insurance policies; provided, -------- however, that the Seller reserves and retains all its right, title and interest ------- in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Business Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Subsequent Business Loans set forth on the Business Loan Schedule to the Trust shall be absolute and shall be intended by all parties hereto to be treated as a contribution by the Seller. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Transfer Date of the Subsequent Business Loans so transferred.
Transfer and Conveyance. Seller shall execute and deliver to Purchaser at the Closing a Bill xx Sale and Assignment in substantially the form attached hereto as Exhibit A, and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Purchaser title to all of the Assets and all right, title and interest of Seller thereto and to evidence Purchaser's assumption of the Assumed Liabilities; provided, that the parties have agreed that Seller need not obtain the required consents described in Schedule 4.15 (the "Excluded Consents") as of the Closing Date. Seller and Funk shall use their respective best efforts (which shall not include litigation) to obtain the Excluded Consents following the Closing Date (unless the Purchaser and Seller hereafter agree that such consent is unnecessary or undesirable) until December 31, 1999; provided, however, that neither Seller nor Funk shall have any liability to Purchaser or Parent in connection with not obtaining such Excluded Consents. Following the Closing Date, if Purchaser is unable to (i) operate under any Contract which has been transferred to Purchaser and for which a consent has not been obtained, or (ii) obtain substantially similar products and services as to those which could be obtained under such Contracts, on terms and conditions reasonably equivalent to those under such Contracts, then during the period from the Closing Date through December 31, 1999, Seller shall, to the extent possible, purchase goods under such Contracts on behalf of and for the account of Purchaser; provided, however, that neither Seller nor Funk shall have any liability to Purchaser or Parent due to Seller's inability to purchase such goods under such Contracts. Purchaser acknowledges and agrees that Purchaser shall be solely responsible for the payment of all such purchases and further agrees to pay for such purchases in accordance with their terms. Purchaser and Parent, jointly and severally, agree to indemnify and hold harmless Seller and Funk from, against, for and in respect of any and all damages (of any nature whatsoever), obligations, claims, costs and expenses including, without limitation, reasonable attorneys fees and costs, suffered, sustained, incurred or required to be paid by Seller or Funk by reason of such purchases. Seller shall not be entitled to a commission or other compensation (other than the foregoing indemnifica...
