Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing a Bill xx Sale and Assignment in substantially the form attached hereto as Exhibit A and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto.
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing, (i) a xxxx of sale (the "Xxxx of Sale"); and (ii) the Assignment and Assumption Agreement; in each case in substantially the forms attached hereto as EXHIBITS "A" and "B," respectively; and (iii) all such assignments, endorsements and instruments of transfer, if any, as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to the Assets and all right, title and interest of Seller thereto. Seller shall execute and deliver to Buyer at the Closing the Assignment and Assumption Agreement. Seller shall prepare appropriate forms of instructions of transfer and conveyance in conformity with this Agreement and shall submit them to Buyer for examination twenty-four (24) hours prior to the Closing Date. Any time and from time to time after the Closing Date, on Buyer's request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this Agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the Assets sold to Buyer.
Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing a (i) xxxx of sale (the "Xxxx of Sale"); (ii) the Assignment and Assumption Agreement; (iii) assignment of Intellectual Property Rights (the "Assignment of Intellectual Property Rights"), in each case in substantially the forms attached hereto as Exhibits A, B and C, respectively; and (iv) all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto. Buyer shall execute and deliver to Seller at the Closing the Assignment and Assumption Agreement.
Transfer and Conveyance of the Subsequent ----------------------------------------- Business Loans. -------------- (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Indenture Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date contribute, transfer, assign, set over and otherwise convey without recourse, to the Trust all right, title and interest of the Seller in and to each Subsequent Business Loan listed on the Business Loan Schedule delivered by the Seller on such Subsequent Transfer Date, all its right, title and interest in and to principal collected and interest accruing on each such Subsequent Business Loan on and after the related Subsequent Cut-Off Date and all its right, title and interest in and to all insurance policies; provided, -------- however, that the Seller reserves and retains all its right, title and interest ------- in and to principal (including Principal Prepayments) collected and interest accruing on each such Subsequent Business Loan prior to the related Subsequent Cut-Off Date. The transfer by the Seller of the Subsequent Business Loans set forth on the Business Loan Schedule to the Trust shall be absolute and shall be intended by all parties hereto to be treated as a contribution by the Seller. The amount released from the Pre-Funding Account shall be one-hundred percent (100%) of the aggregate Principal Balances as of the related Subsequent Transfer Date of the Subsequent Business Loans so transferred.
Transfer and Conveyance. The District agrees to convey and assign to [BUYER] all of the District’s rights, titles, and interest in the Equipment as listed in Exhibit A.
Transfer and Conveyance. Subject to all of the terms, conditions, representations, warranties and covenants set forth herein, JPII hereby transfers and conveys (without reservation and free and clear from all encumbrances) to FSGI the BPTI Shares and FSGI hereby transfers and conveys (without reservation and free and clear from all encumbrances) to JPII the FSGI Shares.
Transfer and Conveyance. Seller shall execute and deliver to Purchaser at the Closing, a Bill xx Sale and Assignment in substantially the form attached hereto as Exhibit A, the Assumption Agreement in substantially the form attached hereto as Exhibit B, and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Purchaser title to all of the Assets free and clear of any Encumbrances and to evidence Purchaser's assumption of the Assumed Liabilities.
Transfer and Conveyance. Notwithstanding anything contained herein to the contrary, this Agreement shall not constitute an agreement to assign any Asset or Assumed Contracts if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of Purchaser thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained prior to the Closing Date or if an attempted assignment would be ineffective or would impair Purchaser's rights under any such Asset or Assumed Contract so that it would not receive all such rights and responsibilities, then, except for those required consents set forth on Schedule 3.8, (i) Seller shall use commercially reasonable efforts to provide or cause to be provided to Purchaser, to the extent permitted by law, the benefits of any such Asset or Assumed Contract and (ii) in consideration thereof Purchaser shall pay, perform and discharge on behalf of Seller such of the Seller's liabilities thereunder to the extent that the Purchaser would have been responsible if such consent or approval had been obtained. In addition, Seller shall take such other actions as may reasonably be requested by Purchaser in order to place Purchaser, insofar as reasonably possible, in the same position as if such Asset or Assumed Contracts had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to Purchaser. If and when such consents and approvals are obtained, the transfer of the applicable Asset or Assumed Contract shall be effected in accordance with the terms of this Agreement.
Transfer and Conveyance. The Stock and the Purchased Assets will be conveyed to Buyer in accordance with Article VIII.
Transfer and Conveyance. Seller shall execute and deliver to the Buyer at the Closing a Cash Sale and Bills of Sale and Assignment of Intangibles (Accounts Receivable and Other Assets) in substantially the forms attached hereto as Exhibits A, B and C, respectively, and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in the Buyer title to all of the Assets and all right, title and interest of Seller thereto.
