Common use of Conveyance of Assets Clause in Contracts

Conveyance of Assets. FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject to the reservations, covenants, terms and conditions of this Assignment and the WGDA and with effect as of the Effective Time, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, in and to the following (collectively, the “Assets”): [Describe the assigned Assets] TO HAVE AND TO HOLD the Assets, together with all rights, privileges and appurtenances thereto, unto Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth in this Assignment, and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the Assets, free and clear of all material liens, unto Assignee and its successors and assigns against any Person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor or its Affiliates, but not otherwise, subject, however, to Permitted Liens (such obligation to warrant and defend title, the “Special Warranty of Title”), provided, however, that the Special Warranty of Title shall expire and be of no further force and effect on the date that is four (4) years after the Effective Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.

Appears in 2 contracts

Samples: Gathering and Disposal Agreement (Solaris Water, Inc.), Gathering and Disposal Agreement (Aris Water Solutions, Inc.)

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Conveyance of Assets. FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject Subject to the reservations, covenants, terms and conditions of this Agreement, the sale, assignment, transfer and delivery of the Assets, shall be effected by Seller's execution and delivery to Buyer at Closing of a General Assignment and Xxxx of Sale in substantially the WGDA form attached as Exhibit A (the "Xxxx of Sale") and all titles to any vehicles acquired by Buyer, together with effect as any other instruments of the Effective Timetransfer requested by Buyer, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER in form and DELIVER substance sufficient to Assignee, and Assignee hereby accepts from Assignor, vest in Buyer all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, interest in and to the following (collectively, the “Assets”): [Describe the assigned Assets] TO HAVE AND TO HOLD the Assets, together with all rights, privileges and appurtenances thereto, unto Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth in this Assignment, and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the such Assets, free and clear of all material any liens, unto Assignee claims or encumbrances of any kind except for those liens, claims or encumbrances listed on Schedule 1.3 (the "Permitted Liens"). Notwithstanding the foregoing, the Xxxx of Sale shall not be effective to assign any Contracts which are not assignable by their terms without the consent of the other parties thereto and its successors which consent has not been obtained as of the Closing Date (the "Nonassignable Contracts") until such time as any such consents to assignment are obtained. Seller and assigns against any Person whomsoever lawfully claiming or Orca shall remain parties to claim the same Nonassignable Contracts until the necessary consents to their assignment have been obtained and their assignment may be effected through the Xxxx of Sale or any part such other assignment agreement required to be entered into by the other parties to such Nonassignable Contracts. Seller and Orca agree to (a) use their best efforts to obtain the consent to assignment of all Nonassignable Contracts as soon as practicable following the Closing Date and (b) continue to perform their obligations under such Nonassignable Contracts and to take all other necessary action to allow Buyer to enjoy the benefits of such Nonassignable Contracts until they may be assigned, provided that Buyer reimburses Seller or Orca for all payments required to be made under such Nonassignable Contracts in respect of periods (or portions thereof, by, through or under Assignor or its Affiliates, but not otherwise, subject, however, to Permitted Liens (such obligation to warrant and defend title, the “Special Warranty of Title”), provided, however, that the Special Warranty of Title shall expire and be of no further force and effect on the date that is four (4) years commencing after the Effective Closing Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orca Technologies Inc)

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Conveyance of Assets. FOR AND IN CONSIDERATION At the Closing (as defined in Section 8.1), -------------------- Seller will sell, transfer, assign and convey to Buyer, by instruments of conveyance in the forms reasonably acceptable to Buyer, at Seller's expense (except as otherwise expressly provided herein), good, valid and marketable title to all of the sum of TEN DOLLARS assets ($10.00tangible and intangible, real, personal and mixed) and other good and valuable consideration, comprising the receipt and full sufficiency of Systems which are hereby acknowledgedowned, Assignor does, subject to used or held for use by Seller primarily in connection with the reservations, covenants, terms and conditions of this Assignment and the WGDA and with effect as operation of the Effective TimeSystems (the "Transferred Assets"), hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, except for the Excluded Assets (as defined in and to the following (collectively, the “Assets”): [Describe the assigned Assets] TO HAVE AND TO HOLD the Assets, together with all rights, privileges and appurtenances thereto, unto Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth in this Assignment, and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the AssetsSection 1.2), free and clear of all material defaults, liens, unto Assignee encumbrances, security interests and its successors pledges, and assigns against all adverse claims, charges, restrictions and title impediments (other than (i) liens for taxes not yet due and payable and liens for taxes the payment of which is being contested or the time for doing so has not yet expired, and for which adequate reserves have been provided; (ii) zoning laws and ordinances and similar legal requirements; (iii) rights reserved to any Person whomsoever lawfully claiming governmental authority to regulate the affected property; and (iv) as to Real Property (as defined in Section 3.9(c)) interests, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title which are reflected in the public records and which do not individually or in the aggregate materially interfere with the right or ability to own, use or operate the Real Property or to claim convey good, marketable and indefeasible title to such Real Property (collectively, "Permitted Liens"); provided that classification of any item as a Permitted Lien will not affect any liability Seller may have for such item, including pursuant to any indemnity obligation under this Agreement); all of the same or any part thereof, by, through or under Assignor or its Affiliates, but above with such warranties of title and full substitution and subrogation to all rights and actions of warranty against all preceding owners to the fullest extent that such warranties are transferable. The Transferred Assets shall include (not otherwise, subject, however, to Permitted Liens (such obligation to warrant and defend title, by way of limitation) the “Special Warranty of Title”), provided, however, that the Special Warranty of Title shall expire and be of no further force and effect on the date that is four (4) years after the Effective Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cable Tv Fund 14-a LTD)

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