Transfer of the Purchased Assets. The Seller shall take all necessary steps and corporate proceedings to permit good and marketable title to the Purchased Assets to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens.
Transfer of the Purchased Assets. 8. Pursuant to sections 105(a), 363(b), 363(f), 365(b) and 365(f) of the Bankruptcy Code, the Debtors are authorized to transfer the Purchased Assets on the Closing Date. Such Purchased Assets shall be transferred to the Buyer upon and as of the Closing Date and such transfer shall constitute a legal, valid, binding and effective transfer of such Purchased Assets and shall be free and clear of all Adverse Interests, except Assumed Liabilities and Permitted Encumbrances under the APA. Upon the Closing, the Buyer shall take title to and possession of the Purchased Assets subject only to the Assumed Liabilities and Permitted Encumbrances. Pursuant to section 363(f) of the Bankruptcy Code, the transfer of title to the Purchased Assets and the Assumed Contracts shall, except for Assumed Liabilities and Permitted Encumbrances, be free and clear of all Adverse Interests, including, without limitation, in respect of the following: (i) any labor or employment agreements; (ii) any mortgages, deeds of trust and security interests; (iii) any intercompany loans and receivables between one or more of the Debtors; (iv) any pension, multiemployer plan (as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA), health or welfare, compensation or other employee benefit plans, agreements, practices and programs, including, without limitation, any pension plan of any of the Debtors or any multiemployer plan to which the Debtors have at any time contributed to or had any liability or potential liability; (v) any other employee, worker’s compensation, occupational disease or unemployment or temporary disability related claim, including, without limitation, claims that might otherwise arise under or pursuant to (a) ERISA, (b) the Fair Labor Standards Act, (c) Title VII of the Civil Rights Act of 1964, (d) the Federal Rehabilitation Act of 1973, (e) the National Labor Relations Act, (f) the Age Discrimination and Employee Act of 1967 and Age Discrimination in Employment Act, as amended, (g) the Americans with Disabilities Act of 1990,
Transfer of the Purchased Assets. At or before the Transfer Date, the Vendor will cause all necessary steps and corporate proceedings to be taken in order to permit the transfer of the Purchased Assets.
Transfer of the Purchased Assets. At the Closing, PAR shall deliver to WWWX such bills of sale, endorsements, stock certificates, assignments and instruments of conveyance and transfer, in form and substance reasonably satisfactory to WWWX, as shall be reasonably required to vest in WWWX all of PAR's right, title and interest in and to the Purchased Assets free and clear of all liens and encumbrances as provided in Section 3.4.
Transfer of the Purchased Assets. Subject to the terms and conditions hereof, at the Closing the Purchased Assets shall be transferred or otherwise conveyed to Purchaser by bills of sale, assignments, deeds or other appropriate instruments of conveyance or assignment, free and clear of all mortgages, liens, pledges, security interests, charges, claims, liabilities, restrictions and encumbrances whatsoever, other than (i) the Assumed Liabilities, (ii) statutory liens for current real or personal property taxes not yet due and payable, (iii) statutory worker's, carrier's and materialman's liens that are immaterial in character, amount, and extent, and which do not detract from the value or interfere with the present or proposed use of the properties they affect, and (iv) in the case of the Real Property, the exceptions shown on "Schedule B" to the Title Commitments (hereafter defined) (the "Permitted Encumbrances").
Transfer of the Purchased Assets. At the Closing, the Seller and the Shareholders shall deliver to the Buyer the following:
Transfer of the Purchased Assets. 10. Pursuant to Sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, the Debtor is authorized to transfer the Purchased Assets to the Purchaser on the Closing Date and such transfer shall (a) constitute a legal, valid, binding, and effective transfer of the Purchased Assets, (b) vest the Purchaser with title to the Purchased Assets, and (c) upon the Debtor’s receipt of the Purchase Price (as may be adjusted as of the Closing Date pursuant to sections 7.02(c) and 12.01 of the Purchase Agreement), be free and clear of all Claims and Interests (other than Assumed Encumbrances, Assumed Obligations and Excess Senior Liens), with such Claims and Interests to attach to the proceeds of the Sale in the order of their priority, with the same validity, force, and effect which they now have as against the Purchased Assets (subject to any claims and defenses the Debtor or its estate may possess with respect thereto). On the Closing Date, the Purchaser shall take title to and possession of the Purchased Assets subject only to the Assumed Encumbrances, Assumed Obligations and Excess Senior Liens.
Transfer of the Purchased Assets. At the Closing, WWWX shall deliver to NAAC such bills of sale, stock certificates, endorsements, assignments and instruments of conveyance and transfer, in form and substance reasonably satisfactory to NAAC, as shall be reasonably required to vest in NAAC all of WWWX's right, title and interest in and to the Purchased Assets free and clear of all liens and encumbrances as provided in Section 3.4.
Transfer of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall assign, transfer, convey and deliver to Buyer, and Xxxxx shall acquire and accept from Seller, the entire right, title and interest of Seller in and to the Purchased Assets, in each case, free and clear of Liens (other than Permitted Liens).
Transfer of the Purchased Assets. ADC procuring that all of the outstanding equity interest in ADC Software Ireland is transferred to the Guernsey Newcos free and clear of any Encumbrances and all of the Purchased Assets are transferred to Buyer.
