Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the delivery of a Xxxx of Sale (the "Xxxx of Sale") substantially in the form of Exhibit A attached hereto and the delivery of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form of Exhibit B attached hereto. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Clinic shall deliver (or cause to be delivered) to the Purchaser such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Purchaser, in accordance with the terms hereof, title to the Assets, free and clear of all Encumbrances, including, without limitation, the delivery of Bills of Sale (the “Bills of Sale”) substantially in the form of Exhibit B and Exhibit C. Simultaneously therewith, the Clinic shall take all steps as may be reasonably required to put the respective assignees of the Purchaser in possession and operating control of the Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing:
Instruments of Conveyance and Transfer, Etc. (a) Simultaneously with the execution herewith, the Sellers are executing and delivering (or causing to be executed and delivered) to the Buyer, such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment (collectively, the "Conveyance Instruments") as are necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), including, without limitation, a bill xx sale, assignment and assumption agreement (the "Bill xx Sale and Assumption Agreement"). Simultaneously with the execution herewith, the Sellers shall relinquish to the Buyer possession and operating control of the Purchased Assets and shall take all other steps that may be required to pass title to the Purchased Assets to the Buyer.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall execute and deliver to Buyer a commercially reasonable xxxx of sale and such other assignments, deeds and endorsements as shall be appropriate, desirable or necessary to assign, convey, sell and transfer good and marketable title to the Purchased Assets to Buyer, free and clear of all liens and encumbrances.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the items identified in Section 5.2 hereof. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.
Instruments of Conveyance and Transfer, Etc. On the date each Asset is contributed or transferred hereunder, GCC shall deliver to Spin-Off Sub such deeds, bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment as shall be reasonably necessary to transfer each Asset to Spin-Off Sub; provided, however, that all such instruments shall be without recourse and without representation or warranty (all such representations and warranties being made exclusively in this Agreement). To the extent not completed by the Contribution Date, as promptly as possible and no later than the Spin-Off Date, GCC shall take all such steps as may be reasonably required to put Spin-Off Sub in possession and operating control of the Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the applicable Parties will deliver the following documents:
Instruments of Conveyance and Transfer, Etc. At the Closing, the Clinic shall deliver (or cause to be delivered) to the Company such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Company, in accordance with the terms hereof, title to the Assets, free and clear of all Encumbrances, including, without limitation, the delivery of a Xxxx of Sale (the “Xxxx of Sale”) substantially in the form of Exhibit A. Simultaneously therewith, the Clinic shall take all steps as may be reasonably required to put the Company in possession and operating control of the Assets.
Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall execute and deliver (or cause to be executed and delivered) to Buyer, such deeds, bills of sale, endorsements, conveyances, powers of attorney, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as are necessary to sell, transfer, convey and assign to Buyer, in accordance with the terms hereof, the Business and the Assets. At the Closing, the Seller shall relinquish to Buyer possession and operating control of the Business and the Assets and shall take all other steps that may be required or desirable to pass title to the Assets to Buyer.
