Common use of General Procedure Clause in Contracts

General Procedure. At each Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”) and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The assignment and assumption of the Assumed Liabilities to Buyer shall be effected by Seller’s and Buyer’s execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

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General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s Sellers' execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A B (the "Xxxx of Sale") and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Sellers' Liabilities to Buyer shall be effected by Seller’s Sellers' and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B E (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Restricted Stock Agreement

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII VI hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A D (the "Xxxx of Sale") and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Seller's Liabilities to Buyer shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B E (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Pemstar Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx of bill xx sale substantially in the form attached hereto as Exhibit A B (the “Xxxx of "Bill xx Sale") and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Seller's Liabilities to Buyer shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B C (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (White Cap Holdings Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII VII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx bill of sale substantially in the form attached hereto as Exhibit A C (the “Xxxx xxx "Bill of Sale") and such other instruments of conveyance, transfer, assignment asxxxxment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment to and assumption by the Buyer of the Assumed Liabilities to Buyer liabilities under Section 1.3 shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B D (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Trooien Gerald L)

General Procedure. At each Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s execution and delivery to Buyer of a xxxx one or more bills of sale substantially in the form attached hereto as Exhibit A (the each, a “Xxxx of Sale”) and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The assignment and assumption of the Assumed Liabilities to Buyer shall be effected by Seller’s and Buyer’s execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Vascular Solutions Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII VII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s Sellers’ execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A C (the “Xxxx of Sale”) and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller Sellers to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Liabilities Sellers’ liabilities to Buyer shall be effected by Seller’s and Buyer’s execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B D (the “Assignment and Assumption Agreement”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sourcecorp Inc)

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General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A D (the "Xxxx of Sale") and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Seller's Liabilities to Buyer shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B E (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Rehabilicare Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx bill of sale substantially in the form attached hereto as Exhibit A D (the “Xxxx txx "Bill of Sale") and such other instruments of conveyance, transfer, assignment assxxxxent and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Seller's Liabilities to Buyer shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B E (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Henley Healthcare Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII VII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx bill of sale substantially in the form attached hereto as Exhibit A X (the “Xxxx "Bill of Sale") and such other instruments of conveyance, transfertranxxxx, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment to and assumption by the Buyer of the Assumed Liabilities to Buyer liabilities under Section 1.3 shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B D (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Infowave Software Inc)

General Procedure. At each the Closing, each party shall deliver to the party entitled to receipt thereof the documents required to be delivered pursuant to Article VIII hereof and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for the receiving party. The conveyance, transfer, assignment and delivery of the Assets shall be effected by Seller’s 's execution and delivery to Buyer of a xxxx of sale substantially in the form attached hereto as Exhibit A J (the "Xxxx of Sale) and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall reasonably request to cause Seller to transfer, convey, assign and deliver the Assets to Buyer. The , and the assignment and assumption of the Assumed Seller's Liabilities to Buyer shall be effected by Seller’s 's and Buyer’s 's execution of an assignment and assumption agreement substantially in the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Dauphin Technology Inc)

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