Bills of Sale and Assignments Sample Clauses

Bills of Sale and Assignments. Sxxxxx agrees to execute any separate bills of sale and assignments of title, in recordable form, as may reasonably be requested by Purchaser to effect the sales and assignments embodied in the Transactions, including, but not limited to, the execution and delivery at closing of the Bill of Sale attached hereto as Exhibit 1.
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Bills of Sale and Assignments of the listed Agreements, as set forth in SCHEDULE 9.2.5.
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Bills of Sale and Assignments. Bills of sale, assignments and other documents of conveyance or transfer of title (including without limitation, separate assignment agreements for the Trademarks), all in form satisfactory to Purchaser's counsel, executed by Seller;
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Bills of Sale and Assignments. Seller shall have executed and delivered to Buyer a xxxx of sale, an Intellectual Property assignment and such other instruments of conveyance with respect to the Acquired Assets as Buyer requests in form and substance satisfactory to Buyer.
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Bills of Sale and Assignments. Each Seller shall execute and deliver (A) a xxxx of sale for all of the Acquired Assets that are Tangible Personal Property, in substantially the form of Exhibit F (collectively, the “Bills of Sale”), (B) assignments of all Acquired Assets that are intangible personal property (including the Assigned Agreements), which shall also contain the Purchaser’s undertaking and assumption of the Assumed Liabilities, in substantially the form of Exhibit G (the “Assignment and Assumption Agreements”), (C) assignments of all Intellectual Property and separate assignments of all registered marks, patents and copyrights in substantially the form of Exhibit H (the “IP Assignments”), and (D) such other deeds, bills of sale, assignments, documents, certificates of title, endorsements, and other good and sufficient instruments of conveyance, in form and substance reasonably satisfactory to the Purchaser, sufficient to sell, convey and assign all of the Acquired Assets to the Purchaser.
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Bills of Sale and Assignments. At the Closing, (a) each Seller other than Xxxxxxxxx shall deliver to Buyer a Xxxx of Sale and Assignment, in substantially the form of Exhibit B attached hereto (each, a “Xxxx of Sale”), (b) each of Quik Drive USA and Quik Drive Canada shall deliver to Buyer Patent Assignments (as that term is defined in section 3.1.8) assigning to Buyer the Company Patent Rights, if any, and shall deliver to Buyer Trademark Assignments (as that term is defined in section 3.1.8) assigning to Buyer all trademarks, service marks and registrations thereof, (c) Xxxxxxxxx shall deliver to Buyer Patent Assignments assigning the Xxxxxxxxx Patent Rights to Buyer, (d) Quik Drive USA and Buyer shall execute and deliver a Share Sale Agreement (as that term is defined in section 3.1.13) for the sale of the Australia Shares by Quik Drive USA to Buyer, and (e) Buyer shall deliver to Sellers an Assumption Agreement in substantially the form of Exhibit C attached hereto (the “Assumption Agreement”), with respect to the Assumed Liabilities being assumed by Buyer. Sellers shall also deliver to Buyer at or prior to the Closing, a certificate from the Tennessee Secretary of State and other appropriate governmental officials confirming that as of the Closing Date there are no filings against any Company or any of the Assets in the office of said Secretary of State under any applicable Uniform Commercial Code that would be a lien on any of the Assets specified (other than such filings, if any, as are being released at the time of the Closing).
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Bills of Sale and Assignments. A Bxxx of Sale and Assignment with respect to each Property, as duly executed by the applicable Seller;
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Bills of Sale and Assignments. At the Closing, (a) the Companies shall deliver to Buyer a Xxxx of Sale, Assignment and Assumption, in substantially the form of Exhibit A (the “Xxxx of Sale”), and (b) Sellers shall deliver to Buyer such instruments of assignment of the Patent Rights, Copyrights, Trademarks and all other Assets as Buyer may request to evidence or perfect Buyer’s purchase of such Assets. Sellers shall also deliver to Buyer at or before the Closing, (a) a certificate or certificates from the North Carolina Secretary of State and other appropriate governmental officials confirming that as of a date not earlier than fourteen days before the Closing Date there are no filings against either Company or any of the Assets in the office of said Secretary of State or such other governmental officials under any applicable Uniform Commercial Code or similar law (other than such filings, if any, as are being released at the time of the Closing), and (b) a certificate or certificates from the North Carolina Department of Revenue confirming that as of a date not earlier than fourteen days before the Closing Date neither Company has any liability or obligation for any taxes owed to the North Carolina Department of Revenue under the law of North Carolina.
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Related to Bills of Sale and Assignments

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

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