Conveyancing and Assumption Agreements Sample Clauses

Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this Article II, Verizon and Spinco shall execute, or cause to be executed by the appropriate entities, customary conveyancing and assumption instruments (provided that such instruments shall not impose obligations on any party or grant rights, through representations or otherwise, beyond those set forth in this Agreement).
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Conveyancing and Assumption Agreements. In connection with (i) the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Harbor and its Subsidiaries’ right, title and interest in and to such Spinco Assets and the valid and effective assumption by Spinco and its Subsidiaries of or unconditional release of all parties to such Spinco Liabilities and (ii) the transfer of the Excluded Assets and the assumption by the Harbor Group of the Excluded Liabilities, in each case in accordance with this ARTICLE II, Harbor and Spinco shall execute, or cause to be executed by the appropriate entities, any notices or transfer, conveyance, assignment, novation and assumption instruments or releases as and to the extent reasonably necessary or desirable to evidence the transfer, conveyance, novation and assignment of all of Spinco and its Subsidiaries’ right, title and interest in and to such Excluded Assets and the valid and effective assumption by Harbor and its Subsidiaries of or unconditional release of all parties to such Excluded Liabilities; provided that such instruments shall not impose obligations on either Harbor or Spinco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.
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Conveyancing and Assumption Agreements. In connection with the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this ARTICLE II, Transferor, Issuer and GPI shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as are reasonably necessary and customary (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit K-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit K-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted), in each case in accordance with the terms and conditions of Section 2.5; provided that such instruments shall not impose obligations on either Transferor, Issuer or GPI or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations, if any, with respect to due execution, title and similar matters. With respect to each parcel of Owned Real Property, at Closing, Transferor shall deliver or cause to be delivered to Issuer, in each case in form and substance reasonably satisfactory to Issuer, (i) a customary deed (but not a general warranty deed), duly executed by the record owner of such parcel of Owned Real Property, together with duly executed transfer tax returns required by any applicable Laws, conveying to Issuer or GPI (or such other party designated by Issuer) all of such party’s right, title and interest in and to such parcel of Owned Real Property; and (ii) an affidavit of title in the form reasonably required by Issuer’s or GPI’s title company in order to issue its extended coverage owner’s policy of title insurance for such parcel of Owned Real Property without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other unrecorded rights of parties in possession, and any additional documents that said title company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.
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Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this ARTICLE II, IP and Spinco shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as IP may deem necessary or desirable (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit A-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit A-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted) and one of the forms of Lease attached hereto as Exhibit A-3 or A-4 (with respect to certain Shared Locations, in such form of Lease as will be identified on Section 2.7 of the Disclosure Letter), in each case in accordance with the terms and conditions of Sections 2.2 and 2.7); provided that such instruments shall not impose obligations on either IP or Spinco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.
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Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this Article II, AT Co. and Spinco shall execute, or cause to be executed by the appropriate entities, conveyancing and assumption instruments in such forms as shall be reasonably acceptable to AT Co., Spinco and the Company.
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Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by Section 2.1, Quanex and the Surviving Entity shall execute, or cause to be executed by the appropriate entities, conveyancing and assumption instruments in such forms as shall be reasonably acceptable to Quanex and the Surviving Entity.
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Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by Section 2.1, Forest and Spinco shall execute, or cause to be executed by the appropriate entities, conveyancing and assumption instruments in such forms (as special warranty deeds, where applicable) as shall be reasonably acceptable to Forest, Spinco and the Company.
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Conveyancing and Assumption Agreements. Section 2.3
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Related to Conveyancing and Assumption Agreements

  • Conveyancing and Assumption Instruments In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment. SECTION 2.

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