Conveyance of Assets Clause Examples
The Conveyance of Assets clause defines the process by which ownership or rights to specific assets are transferred from one party to another under the agreement. This clause typically outlines the types of assets involved—such as property, equipment, intellectual property, or contractual rights—and specifies the timing, conditions, and documentation required for the transfer. By clearly establishing how and when assets change hands, the clause ensures both parties understand their obligations and helps prevent disputes over asset ownership or delivery.
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Conveyance of Assets. FOR AND IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject to the reservations, covenants, terms and conditions of this Assignment and the WGDA and with effect as of the Effective Time, hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER and DELIVER to Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest, whether real or personal, recorded or unrecorded, tangible or intangible, vested, contingent or reversionary, in and to the following (collectively, the “Assets”): [Describe the assigned Assets] TO HAVE AND TO HOLD the Assets, together with all rights, privileges and appurtenances thereto, unto Assignee and its successors and assigns forever, subject to the reservations, covenants, terms and conditions set forth in this Assignment, and Assignor does hereby bind itself to WARRANT AND DEFEND marketable and defensible title to the Assets, free and clear of all material liens, unto Assignee and its successors and assigns against any Person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor or its Affiliates, but not otherwise, subject, however, to Permitted Liens (such obligation to warrant and defend title, the “Special Warranty of Title”), provided, however, that the Special Warranty of Title shall expire and be of no further force and effect on the date that is four (4) years after the Effective Date, and upon such expiration, this Assignment shall be deemed an “assignment without warranty” for all purposes.
Conveyance of Assets. Subject to the provisions of Section 1.2 hereof, at the Closing Seller shall convey, transfer and assign to PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the properties and assets of Seller as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business (except as otherwise provided herein), whether or not any of such assets have any value for accounting purposes (individually "Asset," and collectively "Assets"), free and clear of all obligations, security interests, liens, claims and encumbrances whatsoever, except as specifically assumed by PSC pursuant to Section 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include:
(a) All real estate, personal property, plant, furniture, fixtures and equipment owned by Seller which are utilized in or related to the Business, including, but not limited to, all items owned by Seller identified on Exhibit 1.1
(a) attached hereto.
(b) All contracts, agreements and commitments of Seller and/or the Shareholders related to the Business identified on Exhibit 2.6 and Exhibit 2.14 attached hereto and set forth on Exhibit 1.3(b) and all contracts, agreements and commitments of Seller and/or the Shareholders related to the Business and entered into after the date hereof and prior to the Closing in the ordinary course of business and not in violation of Section 7.1 hereof (but excluding this Agreement and the agreements, instruments and documents executed and delivered by PSC pursuant to this Agreement and also excluding physician employment agreements of Seller and any contracts with nurse practitioners and physician assistants of Seller) and all contract rights of Seller incident thereto, and all general intangibles of Seller.
(c) Subject to applicable laws and regulations, all inventories maintained by Seller as of the Closing Date as described in Exhibit 1.1(c).
(d) Subject to applicable laws and regulations, all accounts receivable of Seller, notes receivable and other rights to receive payments owing to Seller in existence on the Closing Date, and all proceeds and cash arising from the collection of same from and after the Closing Date.
(e) Subject to applicable laws and regulations, all patient accounts receivable records of Seller.
(f) The books and records of Seller relating to the Assets, all of which shall be delivered to PSC, or such person as PSC may designate, on the...
Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by Seller and accepted by PRGI on the Closing Date, effective as of the Effective Date, as follows:
(a) Seller shall execute and deliver to PRGI a bill xx sale in the form of Exhibit 1.3(a) attached hereto and made a part hereof (the "Bill xx Sale");
(b) Seller and PRGI shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 1.3(b) attached hereto and made a part hereof (the "Assignment and Assumption Agreement") with respect to the Assumed Liabilities (as hereinafter defined);
(c) Seller shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as counsel to Seller and counsel to PRGI shall mutually deem necessary or appropriate.
Conveyance of Assets. At Closing, Seller shall convey to Buyer -------------------- good and marketable title to all the Purchased Assets, free and clear of all liens, pledges, collateral assignments, security interests, capital or financing leases, easements, covenants, restrictions and encumbrances or other defects of title except: (i) the inchoate lien for current taxes or other governmental charges not yet due and payable and that will be prorated between Seller and Buyer pursuant to Section 12.1; and (ii) the Permitted Encumbrances.
Conveyance of Assets. Any conveyance, transfer or disposal of all or substantially all assets of Guarantor to any Person.
Conveyance of Assets. Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser and its successors and assigns the Acquired Assets and all rights, titles and interests therein with all appurtenances thereto, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever.
Conveyance of Assets. (a) At or prior to the Closing, Seller shall execute any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things as are necessary to transfer, vest, perfect or confirm right, title, interest or ownership (of record or otherwise) of the Assets, including Seller’s rights in the Intellectual Property Assets, as reasonably requested by Buyer.
(b) If at any time after the Closing, Buyer or one of its Affiliates as designated by Buyer is advised that any additional deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are reasonably necessary to vest, perfect or confirm Buyer’s or one of its Affiliate’s as designated by Buyer ownership (of record or otherwise), right, title or interest in, to or under any or all of the Assets or otherwise to carry out the intent of this Agreement, Seller shall, at its expense (but subject to Section 3.3), execute and deliver all deeds, bills of sale, instruments of conveyance, assignments and assurances and take and do all such other actions and things as may be reasonably requested by Buyer in order to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in Buyer or one of its Affiliates as designated by Buyer or otherwise to carry out this Agreement.
(c) In case after the Closing Date any further action is reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its officers or directors or Affiliates to take, all such reasonably necessary, proper or advisable actions.
(d) After the Closing Date, Seller shall cooperate with Buyer, its Affiliates and their successors and assigns in the prosecution and maintenance of the Intellectual Property Assets, including by promptly (i) disclosing relevant facts and delivering instruments and other documents reasonably requested by Buyer or its successors or assigns, and (ii) providing technical consultations reasonably requested by Buyer or its successors or assigns, including taking reasonable best efforts to make the relevant inventors and counsel that were involved in prosecution of any Intellectual Property Assets available and accessible to Buyer or its successors or assigns. All such assistance will be provided by Seller without the payment of additional compensation, except that the inve...
Conveyance of Assets. The conveyance, transfer and delivery of the Purchased Assets shall be made by CXXX and accepted by Purchaser as of the Closing Date, conditioned upon the satisfaction of the following:
(a) CXXX shall execute and deliver to Purchaser a bxxx of sale in the form of Exhibit 1.2(a) attached hereto and made a part hereof (the “Bxxx of Sale”);
(b) CXXX and Purchaser shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 1.2(b) attached hereto and made a part hereof (the “Assignment and Assumption Agreement”) with respect to the Assumed Liabilities and Assigned Contracts (each as hereinafter defined);
(c) CXXX shall execute and deliver to Purchaser an assignment to Purchaser of the Purchased Intellectual Property (as defined in Schedule 1.1) in the form of Exhibit 1.2(c) attached hereto and made a part hereof (“Intellectual Property Assignment”);
(d) CXXX shall deliver to Purchaser the notices to, and consents and approvals of third parties listed on Schedule 1.2(d);
(e) CXXX shall deliver to Purchaser a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, of the Secretary of Purchaser certifying (i) that attached thereto is a complete and correct copy of the Articles of Incorporation of CXXX, as amended to date, (ii) that attached thereto is a complete and correct copy of the Bylaws of CXXX, as amended to date, and (iii) that attached thereto is a complete and correct copy of resolutions adopted by the board of directors of CXXX, authorizing the execution, delivery and performance of this Agreement and all other agreements executed in connection herewith by CXXX and the transfer of the Purchased Assets to Purchaser hereunder, and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date thereof;
(f) CXXX shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date as shall, in the reasonable opinion of Purchaser and its counsel, be necessary or appropriate to vest in Purchaser good, valid and marketable title to the Purchased Assets in accordance with Section 1.1;
(g) Purchaser shall wire transfer the cash payment to or for the account of CXXX in accordance with instructions delivered to Purchaser not less than three (3) business days prior to Closing;
(h) The representations and warranties of CXXX set forth in this Agreement shall be...
Conveyance of Assets. Subject to Paragraphs 2 and 3 hereof, the Seller hereby SELLS, CONVEYS, TRANSFERS, ASSIGNS AND DELIVERS unto Buyer and its successors and assigns, forever, all the assets, rights, and properties described in the following clauses (a) through (j) (collectively, the “Assets”).
Conveyance of Assets. On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, (i) CRC and its Affiliates shall contribute, assign, transfer, convey and deliver the NYC Allocated Assets to NYC and NYC shall accept from CRC and its Affiliates all of the right, title and interest of CRC and its Affiliates in all of the NYC Allocated Assets, and (ii) CRC and its Affiliates shall con- tribute, assign, transfer, convey and deliver the PRR Allocated Assets to PRR and PRR shall accept from CRC and its Affiliates all of the right, title and interest of CRC and its Affiliates in all of the PRR Allocated Assets. Except as expressly provided in this Agreement, CSX and its Affiliates, on the one hand, and NSC and its Affiliates, on the other hand, shall retain all their existing rights with respect to the Assets.