Instruments of Transfer and Conveyance. The conveyance, transfer, assignment and delivery of the Assets as herein provided shall be effected by delivery by Hallador and Production on the Closing Date of such deeds, bills of sale, transfer agreements, endorsements, assignments, certificates, drafts, checks or other instruments of transfer and conveyance (the "Conveyance Documents"), duly executed by Hallador and Production as the Partnership shall reasonably deem necessary to vest on the Closing Date in the Partnership title to the Assets in the manner provided for herein.
Instruments of Transfer and Conveyance. (a) The sale, conveyance, transfer, assignment and delivery of the Assets, as herein provided, shall be effected by delivery by Seller on the Closing Date of such bills of sale, endorsements, assignments, certificates, drafts, checks or other instruments of transfer and conveyance as Buyer shall reasonably deem necessary to vest in Buyer good and marketable title to the Assets. Such instruments of transfer and conveyance shall contain warranties as to marketable title and that such Assets are free and clear of all pledges, liens, options, security interests, mortgages, claims, charges or other encumbrances of any kind whatsoever.
Instruments of Transfer and Conveyance. The conveyance, transfer, assignment and delivery of the HLI Assets as herein provided shall be effected by delivery by HLI at Closing (or any time thereafter) to LSAI and LSI of instruments of transfer, conveyance, endorsements, bills of sale, all in form satisfactory to LSAI and LSI, duly executed, as LSAI and LSI shall reasonably deem necessary to vest in LSAI and LSI at Closing and at any time thereafter, good and marketable title to the HLI Assets, free and clear of any lien, charge, claim, pledge, security interest or other encumbrance of any type or kind whatsoever.
Instruments of Transfer and Conveyance. The sale, transfer and -------------------------------------- conveyance of the Interests shall be effected by delivery on or prior to the Closing Date by each Party hereto of such deeds, transfers in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by such Party or such other Person, as the case may be, as any other Party reasonably deems necessary to vest in NEWCO all right, title and interest in and to the Interests, free and clear of any Encumbrance of any kind, except Permitted Encumbrances.
Instruments of Transfer and Conveyance. The Sellers shall have executed and delivered such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by the Buyer, each in a form reasonably acceptable to the Buyer;
Instruments of Transfer and Conveyance. The conveyance, transfer, assignment and delivery of the TWI Assets as herein provided shall be effected by delivery by TWI at Closing (or any time thereafter) to LSAI of instruments of transfer, conveyance, endorsements, bills of sale, all in form satisfactory to LSAI, duly executed, as LSAI shall reasonably deem necessary to vest in LSAI at Closing and at any time thereafter, all of TWI's right, title and interest in and to the TWI Assets, free and clear of any lien, charge, claim, pledge, security interest or other encumbrance of any type or kind whatsoever.
Instruments of Transfer and Conveyance. (a) The sale, conveyance, transfer, assignment and delivery of the Assets shall be effected by delivery on the Closing Date by (i) Seller, ADC or any other Affiliate of Seller, as applicable, to a Purchaser of such deeds in proper form for recordation, transfers in registrable form, bills of sale in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates or other instruments of transfer and conveyance, duly executed by Seller or an Affiliate of Seller, as applicable, as FW shall deem necessary to vest in a Purchaser, good title to such Assets free and clear of any Encumbrance except Permitted Encumbrances, and such other documents as FW may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by Seller; and (ii) Purchasers to Seller of assumption agreements providing for the full assumption of the Assumed Obligations in form and substance reasonably satisfactory to Seller, and such other documents as Seller may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by Purchasers.
Instruments of Transfer and Conveyance. The sale, conveyance, transfer, assignment and delivery of the Purchased Assets shall be effected by delivery on the Closing Date by Seller to Buyer of such deeds, transfers in registrable form, bills of sale in registrable form, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments of transfer and conveyance, duly executed by Seller, as Buyer or its title insurance company shall reasonably deem necessary to vest in Buyer good and marketable title (and clear record title with respect to any owned Real Property) to such Purchased Assets free and clear of all Liens (subject to SCHEDULE 2.01), and such other documents as Buyer may reasonably request to demonstrate satisfaction of the conditions of and compliance with this Agreement by Seller, including, without limitation, the Assignment and Assumption Agreement. The assumption by Buyer of the Assumed Liabilities shall be effected by delivery on the Closing Date by Buyer to Seller of the Assignment and Assumption Agreement, and such other documents as Seller may reasonably request to demonstrate satisfaction of the conditions of and compliance with this Agreement by Buyer.
Instruments of Transfer and Conveyance. (i) The sale, conveyance, transfer, assignment and delivery of the Assets, as herein provided, shall be effected by delivery by Seller on the Closing Date of hereto (i) an assignment of Intellectual Property in substantially the form attached hereto as EXHIBIT "B", (ii) a Xxxx of Sale in substantially the form attached hereto as EXHIBIT "C", and (iii) any such other bills of sale, endorsements, assignments, certificates, drafts, checks or other instruments of transfer and conveyance as Buyer shall reasonably deem necessary to vest in Buyer good and marketable title to the Assets. Such instruments of transfer and conveyance shall contain warranties as to marketable title and that such Assets are free and clear of all pledges, liens, options, security interests, mortgages, claims, charges or other encumbrances of any kind whatsoever.
Instruments of Transfer and Conveyance. The sale, conveyance, transfer, assignment and delivery of the Assets shall be effected by delivery on the Closing Date by Lydall to Ludlow (i) of such instruments of transfer and conveyance, duly executed by Lydall, as Ludlow shall reasonably deem necessary to vest in Ludlow good and marketable title to such Assets free and clear of all Encumbrances except Permitted Encumbrances, and such other documents as Ludlow may reasonably request to demonstrate satisfaction of the conditions of and compliance with this Agreement by Lydall, including, without limitation, the Xxxx of Sale in substantially the form of Exhibit A attached (the "Xxxx of Sale") and (ii) such documents as Lydall may reasonably request to demonstrate satisfaction of the conditions and compliance with this Agreement by Ludlow.
