Instruments of Sale and Transfer Sample Clauses

Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale, substantially in the form attached hereto as Exhibit A (the "Xxxx of Sale"), and an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit B (the "Assumption Agreement"). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Purchased Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.
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Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller’s right, title and interest in and to the Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale and Assignment substantially in the form of Exhibit 2.5(a) (the “Xxxx of Sale”) and an Assignment and Assumption Agreement substantially in the form of Exhibit 2.5(b) (the “Assignment and Assumption Agreement”). All of Seller’s rights to the Leased Real Property shall be transferred to Buyer on the Closing Date by a Lease Assignment and Assumption substantially in the form of Exhibit 2.5(c) (the “Lease Assignment and Assumption”). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing. In addition, Seller shall deliver to Buyer on the Closing Date leases as contemplated by Section 9.5(l).
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Instruments of Sale and Transfer. On or prior to the date hereof, Seller shall deliver to Buyer such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the date hereof all of Seller’s right, title and interest in and to the Visuale Assets, including, without limitation the Transaction Documents. Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Visuale Assets at the Closing. On or prior to the date hereof, Softworks shall deliver to Buyer such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Softworks, be effective to vest in Buyer on the date hereof all of Softworks’ right, title and interest in and to the Softworks Assets. Softworks shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Softworks Assets at the Closing.
Sample 1
Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Bxxx of Sale and Assignment substantially in the form of Exhibit 2.5(a) (the "Bxxx of Sale"), an Assignment of Contract Rights substantially in the form of Exhibit 2.5(b) (the "Contract Assignment Agreement") and an Assumption of Certain Liabilities substantially in the form of Exhibit 2.5(c) (the “Assumption Agreement”).
Sample 1
Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the Closing Date all of Seller’s right, title and interest in and to the Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including, without limitation, a Xxxx of Sale and Assignment (the “Xxxx of Sale”) and an Assumption Agreement (the “Assumption Agreement”). Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Assets at the Closing, and Buyer shall take all reasonable additional steps as may be necessary for it to assume the Assumed Liabilities at the Closing.
Sample 1
Instruments of Sale and Transfer. On or prior to the Closing Date, Seller shall deliver to Purchaser and Purchaser shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Purchaser, be effective to vest in Purchaser on the Closing Date all of Seller's right, title and interest in and to the Purchased Assets.
Sample 1
Instruments of Sale and Transfer. On or prior to the date hereof, Seller shall deliver to Buyer such instruments of sale and assignment as shall, in the reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the date hereof all of Seller's right, title and interest in and to the Assets and to evidence the assumption of the Assumed Indebtedness and Assumed Contracts by Buyer, including, without limitation:
Sample 1
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Instruments of Sale and Transfer. (a) On the Closing Date, Seller shall deliver to Buyer (and as applicable Seller shall cause Seller Affiliates to deliver to Buyer) and Buyer shall deliver to Seller (and as applicable to Seller Affiliates), as the case may be, such instruments of sale and assignment as shall be effective to vest in Buyer on the Closing Date all of Seller’s right, title and interest in and to the Purchased Assets and to evidence the assumption of the Assumed Liabilities by Buyer, including an Assignment Separate from Certificate substantially in the form of Exhibit A (the “Assignment of Shares”), a Xxxx of Sale substantially in the form of Exhibit B-1 (in the case of Seller) and Exhibit B-2 (in the case of Seller Affiliates) (the “Xxxx of Sale”), an Assignment and Assumption Agreements substantially in the form of Exhibit C-1 (in the case of Seller) and Exhibit C-2 (in the case of Seller Affiliates) (the “Assignment and Assumption Agreement”).
Sample 1
Instruments of Sale and Transfer. Seller shall take all reasonable additional steps as may be necessary to put Buyer in possession and operating control of the Assets at the Closing. On or before the Closing Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the case may be, such instruments of sale and assignment as shall, in the reasonable judgment of Buyer, be effective to vest in Buyer on the Closing Date all of Seller's right, title and interest in and to the Assets, including, without limitation a Bill of Sale and Assignment substantially in the form attached hereto as Exhibit B (the "Bill of Sale").
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Related to Instruments of Sale and Transfer

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

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