Transfer of Purchased Assets and Assumed Liabilities. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall pass to Buyer when the legal title thereto shall be transferred to Buyer.
Transfer of Purchased Assets and Assumed Liabilities. At the Closing, except as otherwise provided in Section 2.08, the Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Assumed Liabilities shall be assumed by Buyer, pursuant to transfer and assumption Contracts, bills of sale, endorsements, assurances, conveyances, releases, discharges, assignments, certificates, drafts, checks or other instruments in such form as is necessary to effect a sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities as Buyer and Seller shall reasonably deem necessary, or as required by Law in order to consummate the transaction and, except as otherwise provided herein, to vest in Buyer valid title to the Purchased Assets free and clear of any Encumbrances (other than Permitted Encumbrances), which documents and instruments shall be executed (upon the terms and subject to the conditions hereof) on the Closing Date by Seller (and, as applicable, its Subsidiaries) and Buyer.
Transfer of Purchased Assets and Assumed Liabilities. Purchaser shall be entitled to designate, no later than five (5) Business Days prior to the Closing, one or more wholly owned Subsidiaries of Purchaser to receive any of the Purchased Assets; provided, however, that any such designation shall not relieve Purchaser of any of its obligations or Liabilities under this Agreement. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Purchaser or its designee, free and clear of all Liens except for Permitted Liens, and the Assumed Liabilities shall be assumed by Purchaser, pursuant to transfer and assumption documentation as shall be necessary to effect the sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, which documents and instruments shall be executed (on the terms and subject to the conditions hereof) at the Closing by Seller and Purchaser or its designee. Section 2.5 of the Seller Disclosure Letter lists the conveyance, transfer, assignment and assumption documents to be executed, delivered or filed at the Closing in connection with the transfer of the Purchased Assets in each such jurisdiction.
Transfer of Purchased Assets and Assumed Liabilities. The Transferred Assets (other than the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred through the purchase of the Transferred Shares pursuant to Section 2.1) shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements or other instruments in such form as is necessary to effect a conveyance of the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and the Buyer or the respective Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered to Purchaser, free and clear of all Liens except for Permitted Liens, and the Assumed Liabilities shall be assumed by Purchaser, pursuant to transfer and assumption documentation as shall be necessary to effect the sale, conveyance, transfer and assignment of the Purchased Assets and an assumption of the Assumed Liabilities, which documents and instruments shall be executed (on the terms and subject to the conditions hereof) at the Closing by Sellers and Purchaser.
Transfer of Purchased Assets and Assumed Liabilities. From time to time after the Closing, upon the reasonable request of Buyer, Seller shall execute and deliver such other instruments of transfer and documents related thereto and take such other action as Buyer may reasonably request in order to more effectively transfer to Buyer and to place Buyer in possession and control of, the Purchased Assets, or to enable Buyer to exercise and enjoy all rights and benefits of Seller with respect thereto. From time to time after the Closing, Buyer shall execute and deliver such other instruments of transfer and documents related thereto and take such other actions as Seller may reasonably request in order to assure Buyer’s assumption of the Assumed Liabilities.
Transfer of Purchased Assets and Assumed Liabilities. The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers and assumptions are to be made. Such transfer and assumption agreements shall be jointly prepared by the Parties and shall include (i) a xxxx of sale in customary form to be agreed to by the Parties prior to the Asset Closing, (ii) an assignment and assumption agreement in customary form to be agreed to by the Parties prior to the Asset Closing, (iii) local asset transfer agreements for each jurisdiction other than the United States in which Purchased Assets or Assumed Liabilities are located in customary forms to be agreed to by the Parties prior to the Asset Closing and reflecting such terms as are required by local Law, and/or (iv) assignments of Intellectual Property in customary form to be agreed to by the Parties prior to the Asset Closing and (v) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, clauses (i)–(v), the “Ancillary Asset Agreements”) and shall be executed no later than at or as of the Asset Closing by the Company and/or one or more of its Subsidiaries, as appropriate, and Purchaser or one of its Subsidiaries.
Transfer of Purchased Assets and Assumed Liabilities. The Transferred Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements, deeds, endorsements, consents or other instruments in such form as is necessary to effect a conveyance of good right, title and interest in, to and under the Transferred Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made, and which shall be satisfactory to the Buyer and the Company, to be executed (upon the terms and subject to the conditions hereof) on the Closing Date by the Company and/or its applicable Subsidiaries and the Buyer and/or the applicable Designated Purchaser, and such other conveyance and assumption documents as may be required in such jurisdictions.
Transfer of Purchased Assets and Assumed Liabilities. (a) At the Closing, the patents and patent applications included in the Purchased Assets shall be assigned to one or more Designated Asset Purchasers by one of ITT Automotive, Inc., ITT Industries, Inc., ITT Manufacturing Enterprises, Inc. or ITT Automotive Europe GmbH & Co. KG (the "Patent Asset Sellers"), each of whom own certain of such patents and patent applications, by delivery of a single assignment document which: (i) recites all of the patents and patent applications included in the Purchased Assets, (ii) is signed by each of the Patent Asset Sellers, and (iii) makes a general assignment of each signatory's right, title and interest in the recited patents and patent applications.
Transfer of Purchased Assets and Assumed Liabilities. (a) At the Closing, ITTI shall convey or cause to be conveyed to Purchaser title to the Owned Real Property in Virginia, Michigan and North Carolina by delivery of special warranty deeds duly executed and acknowledged in proper statutory form for recording subject only to Permitted Liens.
