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. 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. (a) The Sellers hereby sell, transfer, assign, convey and deliver to the Buyer free and clear from all Encumbrances other than Permitted Encumbrances, to have and to hold forever, all of the Sellers’ right, title and interest in and to the Purchased Assets.
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 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 ATM Center 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. At the Closing, the Seller and the Shareholders shall deliver to the Buyer the following:
Transfer of the Purchased Assets. Seller hereby grants, sells, conveys, assigns, transfers, delivers and sets over unto Purchaser, its successors and assigns, all of the Purchased Assets, including, without limitation, the following:
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. Each of BAC, BSC and H&W hereby sells, conveys, assigns, transfers and delivers to the Purchaser, its successors and assigns, all of the its right, title and interest in and to the Purchased Assets, to have and to hold, and all of the Purchased Assets are hereby sold, conveyed, assigned, transferred and delivered to the Purchaser, its successors and assigns, forever. The only representations and warranties made in connection with this Bill xx Sale are those expressly set forth in, and subject to the terms of, the Purchase Agreement.
