Conveyance to Purchaser. Any deed, bxxx of sale or other conveyance executed by or on behalf of Trustee, Secured Party, the sheriff or other official or party responsible for conducting the sale shall be prima facie evidence of the compliance with all statutory requirements for the sale and execution of such deed, bxxx of sale or other conveyance and will conclusively establish the truth and accuracy of the recitals and other matters stated therein, including, without limitation, nonpayment or nonperformance of the Obligations, violation of the terms and covenants contained herein, and the advertisement and conduct of such sale in the manner provided herein or as provided by applicable law. Debtor, to the extent not prohibited by applicable law, does hereby ratify and confirm all legal acts that Trustee and Secured Party may do in carrying out the provisions of this Instrument. Any sale of the Collateral or any portion thereof pursuant to the provisions of this Article V will operate to divest all right, title, interest, claim and demand of Debtor in and to the property sold and will be a perpetual bar against Debtor and shall, subject to applicable law, vest title in the purchaser free and clear of all liens, security interests and encumbrances, including, without limitation, liens, security interests and encumbrances junior or subordinate to the liens, security interests and encumbrances created by this Instrument. Upon any sale of the Collateral or any portion thereof pursuant to the provisions of this Article V, the receipt by Secured Party, Trustee, the sheriff or other official or party responsible for conducting the sale, shall be sufficient discharge to the purchaser or purchasers at any sale for the purchase money, and such purchaser or purchasers and the heirs, devisees, personal representatives, successors and assigns thereof shall not, after paying such purchase money and receiving such receipt of Secured Party, Trustee, the sheriff or such other official or party, be obliged to see to the application thereof or be in anywise answerable for any loss, misapplication or nonapplication thereof. Any purchaser at a sale will, subject to mandatory redemption periods, if any, receive immediate possession of the Collateral purchased, and Debtor agrees that if Debtor retains possession of the Collateral or any part thereof subsequent to such sale, Debtor will be considered a tenant at sufferance of the purchaser, and will, if Debtor remains in possession after demand to remove,...
Conveyance to Purchaser. Upon the payment of all sums due hereunder and the performance and discharge of all other obligations to be observed and performed by Purchaser, Seller shall cause to be prepared, executed and delivered a document in recordable form containing the customary warranties and transferring the property described in Exhibit A to Purchaser subject to the liens and encumbrances set forth in Exhibit A but free of any mortgages, if any, described therein, unless assumed by Purchaser, and subject also to any encumbrances made or suffered by Purchaser. Delivery of the conveyance instrument by Seller shall be made through an escrow agent. Costs associated with the preparation of the conveyance document or incurred to clear Seller's title shall be paid by Seller. Costs associated with a title update and the recordation of the conveyance instrument shall be paid by Purchaser. The escrow agent's fee shall be shared equally by Xxxxxx and Purchaser.
Conveyance to Purchaser. Subject to the terms and conditions of this Agreement, the Seller will convey, transfer and deliver to Enterra Sub on the Closing Date all of the assets, properties and rights of, or used or held for use in connection with, the Business, its goodwill and the Business as a going concern (collectively, the "ASSETS"). The Assets to be conveyed, transferred and delivered shall include all those reflected on the May Balance Sheet with only such changes therein as shall have occurred between the Balance Sheet Date and the Closing Date in the ordinary course of business consistent with past practice. Without limitation of the foregoing provisions, the Assets shall include, without limitation, all real property, buildings, structures, leasehold rights and improvements, machinery, equipment, furniture, fixtures, supplies, vehicles, goodwill, cash, Inventories, accounts and notes receivable including STL Unit receivables and employee receivables (other than any such accounts receivable due from any Affiliate of Seller), contract rights and claims relating thereto, stock, securities, licenses and applications therefor, franchises, claims, deposits, all rights and interests in, to and under any patents, patent applications, trademarks, trademark registrations and applications therefor, copyrights, trade secrets, intellectual property, ideas and other know-how, shop rights, permits and other rights and privileges, all shares of capital stock of Energy Industries Financial Services, Inc., and all records, sales data, and customer and supplier lists of the Business or used or held for use in connection therewith. Notwithstanding anything in this SECTION 4.1 that may be construed to the contrary, the Assets shall not include accounts receivable due from any Affiliate of Seller, the corporate seal, certificate of incorporation or bylaws of any Seller, the partnership agreement or certificate of limited partnership of Xxxxxx Partnership, minute books or other records having to do with the corporate or partnership organization of any Seller, or tax returns and schedules and work papers relating thereto; any rights to or under any insurance policies or any claims thereunder; intercompany receivables; books of accounts; the rights that will accrue to the Seller under this Agreement; any rights to Seller's claims for any Tax refunds; the tax records of any Seller; the name "Xxxxxx" or any assets of any Seller not used or held for use in connection with the Business (collectivel...
Conveyance to Purchaser. Purchaser acknowledges that Tract 4B of Nashboro Village, as more particularly described on the Existing Survey and to be shown on the Additional Property Survey ("Tract 4B") xx xxx xxxxxxxx xx a part of the Property or the Additional Property to be purchased by Purchaser pursuant to this Agreement . Purchaser and Additional Property Seller hereby acknowledge that in connection with obtaining the Commercial PUD for Tract 28, Additional Property Seller may relocate a certain existing historical homesite (the "Homesite") from Tract 28 to Tract 4B. If the Homesite is to be relocated to Tract 4B, Additional Property Seller shall convey Tract 4B in its entirety to the appropriate historical society, municipal authority, governmental entity, neighborhood or homeowners' association or other non-profit organization or entity, with the understanding that Tract 4B will be held and maintained for public, community or neighborhood purposes. Such conveyance will be only by a deed containing restrictions mutually acceptable to Additional Property Seller and Purchaser. In the event that Additional Property Seller sells Tract 28 and retains ownership of Tract 4B, Additional Property Seller shall convey Tract 4B to Purchaser for no further consideration beyond the Purchaser Price to be paid by Purchaser hereunder.
Conveyance to Purchaser. The Sellers hereby sell, transfer, assign, convey and deliver to the Purchaser all right, title and interest in, to and under the Subject Assets, and the Purchaser hereby accepts all right, title and interest of the Sellers in and to the same, in accordance with the terms and conditions of the Purchase Agreement, including the representations and warranties set forth therein.
