Common use of Transfer of Subject Assets Clause in Contracts

Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all Liens, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Voyager Net Inc), Asset Purchase Agreement (Voyager Net Inc)

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Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer Purchaser good and sufficient instruments of transfer transferring to Buyer Purchaser title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer Purchaser and its counsel, (c) shall effectively vest in Buyer Purchaser good and marketable title to all of the Assets free and clear of all Liens, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roo Group Inc)

Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Subject Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants be in the form (not inconsistent with the provisions hereof) which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, and (c) shall effectively vest in Buyer good and marketable title to all of the Subject Assets free and clear of all Liensliens, restrictions and encumbrances not shown or reflected on the Base Balance Sheet except anything arising from actions of Buyer (d) where applicable, shall be accompanied by evidence of the discharge of except that all Liens against the Assetscontract consents may not have obtained).

Appears in 1 contract

Samples: Asset Purchase Agreement (Softech Inc)

Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all LiensEncumbrances, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens Encumbrances against the Assets. Buyer agrees and acknowledges that the form of instrument of transfer attached hereto as Exhibit 1.7 is acceptable form of Xxxx of Sale.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vanity Events Holding, Inc.)

Transfer of Subject Assets. At the Closing, Seller Sellers shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Assets, together with all required consentsconsents (subject to Section 1.9). Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all Liens, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Voyager Net Inc)

Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer good a Bill of Sale and such other gxxx and sufficient instruments of transfer required in transferring to Buyer title to all of the Assets, together with all including any required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which that are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all Liens, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digicorp)

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Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all LiensLiens (as defined in Section 2.8), and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Transfer of Subject Assets. At the ClosingClosing Date, Seller shall deliver or -------------------------- cause to be delivered to Buyer good and sufficient instruments of transfer transferring to Buyer title to all of the Assets, together with all required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all LiensLiens (as defined in Section 2.8), and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Duro Communications Corp)

Transfer of Subject Assets. At the Closing, Seller shall deliver or -------------------------- cause to be delivered to Buyer a Xxxx of Sale and such other good and sufficient instruments of transfer required in transferring to Buyer title to all of the Assets, together with all including any required consents. Such instruments of transfer (a) shall contain appropriate warranties and covenants which that are usual and customary for transferring the type of property involved under the laws of the jurisdictions applicable to such transfers, (b) shall be in form and substance reasonably satisfactory to Buyer and its counsel, (c) shall effectively vest in Buyer good and marketable title to all of the Assets free and clear of all Liens, and (d) where applicable, shall be accompanied by evidence of the discharge of all Liens against the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digicorp)

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