Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets that may be required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor to the transferee of (A) with respect to those Assets that constitute stock or other equity interests, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt and (B) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the assumption by the transferee of such Liabilities.
Instruments of Transfer and Assumption. REI and Resources agree that (a) transfers of the Regulated Retail Assets, the Unregulated Retail Assets and all other assets required to be transferred by this Agreement shall be effected by delivery by REI or the other transferring entity, as applicable, to the transferee, of (i) with respect to those assets that constitute stock, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt, (ii) with respect to any real property interest or any improvements thereon, a general warranty deed with general warranty of limited application limiting recourse and remedies to title insurance and warranties by predecessors in title to REI, and (iii) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to REI and Resources, as shall be necessary to vest in the designated transferee, all of the title and ownership interest of the transferor in and to any such Asset, and (b) to the extent necessary, the assumption of the Liabilities contemplated pursuant to Section 2.2 hereof shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to REI and Resources, as shall be necessary for the assumption by the transferee of such Liabilities. Each of the parties hereto also agrees to deliver to any other party hereto such other documents, instruments and writings as may be reasonably requested by such other parties hereto in connection with the transactions contemplated hereby. Notwithstanding any other provisions of this Agreement to the contrary, (x) THE TRANSFERS AND ASSUMPTIONS REFERRED TO IN THIS ARTICLE II WILL BE MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR (c) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS, and (y) the instruments of transfer or assumption referred to in this Section 2.4 shall not include any representations and warranties other than as specifically provided herein. REI and Resources hereby acknowledge and agree that ALL ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS."
Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor to the transferee of (A) with respect to those Assets that constitute stock or other equity interests, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt, (B) with respect to any real property interest or any improvements thereon, a general warranty deed with general warranty of limited application limiting recourse and remedies to title insurance and warranties by predecessors in title, and (C) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the assumption by the transferee of such Liabilities.
Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets that may be required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor to the transferee of (A) with respect to those Assets that constitute stock or other equity interests, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt and (B) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the assumption by the transferee of such Liabilities. Each Party hereby waives compliance by each other Party and its respective Group members with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to any of the Transactions.
Instruments of Transfer and Assumption. Greatbatch and Nuvectra agree that (i) transfers of Assets required to be transferred by this Agreement shall be effected by delivery by the transferring entity to the transferee of such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to Greatbatch and Nuvectra, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) to the extent necessary, the assumption of the Liabilities contemplated pursuant to Section 2.1 shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to Greatbatch and Nuvectra, as shall be necessary for the assumption by the transferee of such Liabilities. Greatbatch and Nuvectra agree that, to the extent that the documents described in clause (i) and clause (ii) of the immediately preceding sentence have not previously been delivered in connection with any Prior Transfers, the documents relating to such Prior Transfers shall be delivered by the appropriate Party or Subsidiary thereof. Each Party also agrees to deliver to the other Party such other documents, instruments and writings as may be reasonably requested by the other Party in connection with the transactions contemplated hereby or by Prior Transfers.
Instruments of Transfer and Assumption. The Parties agree that the transfers of the Assets and the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of transfer or assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the vesting the designated transferee all of the title and ownership interest of the transferor in and to such Assets and for the assumption by the transferee of such Liabilities, as applicable.
Instruments of Transfer and Assumption. 4 Section 4.01
Instruments of Transfer and Assumption. (a) At the Closing, Seller will execute and deliver to Buyer:
Instruments of Transfer and Assumption. 29 8.4 Organization of Genco Inc..................................................30 8.5 Releases and Indemnities...................................................30 ARTICLE IX ARBITRATION; DISPUTE RESOLUTION............................................30
Instruments of Transfer and Assumption. 22 Section 4.1 Transfer Documents 22 Section 4.2 Assignment and Assumption Documents 22 ARTICLE V CLOSING 23 Section 5.1 Closing Date 23 ARTICLE VI SELLERS’ REPRESENTATIONS AND WARRANTIES 23 Section 6.1 Organization, Qualification and Corporate Power 23 Section 6.2 Authorization, Execution and Delivery of Agreement and Transaction Documents 23 Section 6.3 Title to Assets; Sufficiency of Assets 23 Section 6.4 Legal Proceedings 24 Section 6.5 Real Property 24 Section 6.6 No Violation of Laws or Agreements 24 Section 6.7 Employee Benefits 25 Section 6.8 Labor Matters 25 Section 6.9 Brokers 25 Section 6.10 Permits 25 Section 6.11 Taxes; Tax Returns 26 Section 6.12 Compliance with Laws 26 Section 6.13 Material Contracts 27 Section 6.14 Intellectual Property 27 Section 6.15 Cybersecurity 29 Section 6.16 Financial Statements 30 Section 6.17 Absence of Certain Changes 31 TABLE OF CONTENTS (Continued) ARTICLE VII PURCHASERS’ REPRESENTATIONS AND WARRANTIES 31 Section 7.1 Organization; Qualification and Corporate Power 31 Section 7.2 Authorization, Execution and Delivery of Agreement and Transaction Documents 31 Section 7.3 Brokers 31 Section 7.4 No Violation of Laws or Agreements 31 Section 7.5 Legal Proceedings 32 Section 7.6 Adequate Assurances Regarding CVG Cure Payment and Circles Cure Payment 32 Section 7.7 Purchasers Experience; Non-Reliance 32 ARTICLE VIII SELLERS’ AND PURCHASERS’ COVENANTS AND AGREEMENTS 32 Section 8.1 Conduct of Business 32 Section 8.2 Mutual Covenants 32 Section 8.3 Access to Information 33 Section 8.4 Public Announcement 33 Section 8.5 Preservation of Records 33 Section 8.6 Taxes 34 Section 8.7 Good Faith Efforts 35 Section 8.8 Employees 36 Section 8.9 Further Assurances 37 Section 8.10 Confidentiality 38 Section 8.11 Survival of Representations and Warranties 38 Section 8.12 Disclaimer of Implied Warranties 38 Section 8.13 Acknowledgement 39 Section 8.14 Bankruptcy Court Approval 39 Section 8.15 Additional Covenants 41 Section 8.16 Business Policies 41 Section 8.17 Pareteum Africa Joint Venture 41 Section 8.18 Material Contracts 41
