Common use of Conveyancing and Assumption Agreements Clause in Contracts

Conveyancing and Assumption Agreements. In connection with the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this ARTICLE II, Transferor, Issuer and GPI shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as are reasonably necessary and customary (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit K-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit K-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted), in each case in accordance with the terms and conditions of Section 2.5; provided that such instruments shall not impose obligations on either Transferor, Issuer or GPI or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations, if any, with respect to due execution, title and similar matters. With respect to each parcel of Owned Real Property, at Closing, Transferor shall deliver or cause to be delivered to Issuer, in each case in form and substance reasonably satisfactory to Issuer, (i) a customary deed (but not a general warranty deed), duly executed by the record owner of such parcel of Owned Real Property, together with duly executed transfer tax returns required by any applicable Laws, conveying to Issuer or GPI (or such other party designated by Issuer) all of such party’s right, title and interest in and to such parcel of Owned Real Property; and (ii) an affidavit of title in the form reasonably required by Issuer’s or GPI’s title company in order to issue its extended coverage owner’s policy of title insurance for such parcel of Owned Real Property without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other unrecorded rights of parties in possession, and any additional documents that said title company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

Conveyancing and Assumption Agreements. In connection with the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this ARTICLE Article II, Transferor, Issuer Transferor and GPI Buyer shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as are reasonably necessary and customary (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit K-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit K-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted), in each case in accordance with the terms and conditions of Section 2.52.8; provided that such instruments shall not impose obligations on either Transferor, Issuer Transferor or GPI Buyer or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations, if any, with respect to due execution, title and similar matters. With respect to each parcel of Owned Real Property, at Closing, Transferor shall deliver or cause to be delivered to IssuerBuyer, in each case in form and substance reasonably satisfactory to IssuerBuyer, (i) a customary deed (but not a general warranty deed)Limited Warranty Deed, duly executed by the record owner of such parcel of Owned Real Property, together with duly executed transfer tax returns Tax Returns for Transfer Taxes required by any applicable Laws, conveying to Issuer or GPI Buyer (or such other party designated by IssuerBuyer) all of such party’s right, title and interest in and to such parcel of Owned Real Property; and (ii) an affidavit of title in the form reasonably required by Issuer’s or GPI▇▇▇▇▇’s title company in order for such title company to issue its extended coverage owner’s policy of title insurance for such parcel of Owned Real Property without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other unrecorded rights of parties in possession, and any additional documents that said title company may reasonably require for the proper consummation of the transactions contemplated by this AgreementTransactions.