Documents Relating to Title Sample Clauses

Documents Relating to Title. Shareholders shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer: (1) Stock certificates, registered in the name of the Shareholders, duly endorsed by Shareholders or with stock powers attached, representing all of the Stock. (2) The resignation of each member of the Board of Directors and each officer of Company effective as of the Closing.

Documents Relating to Title. 26 10.2 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 10.3

Documents Relating to Title. Seller shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Buyer, or to its designee:

Documents Relating to Title. Sellers shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Purchaser: (a) Deeds, bills of sales and assignments, in form and substance satisfactory to Purchaser and sufficient to convey to Purchaser good, valid and marketable fee simple title to all Assets free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for exceptions permitted by Purchaser. (b) An assignment to Purchaser of all of Sellers' rights and interests in, to and under each Lease of personal property and Contract constituting an Assumed Liability.

Documents Relating to Title. 40 11.2 Possession ................................................. 41 11.3 Opinion of Seller's Counsel ................................ 41

Documents Relating to Title. Seller shall execute, acknowledge, --------------------------- deliver and cause to be executed, acknowledged and delivered to Buyer: (a) General warranty deeds, in form satisfactory to Buyer and the title insurer, with all recording, stamp tax, other transfer fees or gross income taxes, if any, paid by Buyer, and conveying to Buyer good, valid and marketable title in fee simple to the Real Estate free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights or way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions. (b) General warranty bills of sales and assignments, in the form of Exhibit A hereto, warranting and conveying to Buyer good, fee simple or leasehold, as the case may be, valid and marketable title to all assets free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions, including recordable assignments of any leases, options, rights of first refusal or other interests or rights in any of the Acquired Assets necessary in order to provide record notice of the assignment and conveyance of such rights and interests to Buyer. (c) Certificates of title to all vehicles which constitute assets and certificates of stock of any Minority Interests which are incorporated or endorsed by Seller, together with completed originals of any forms required by the State of Mississippi to transfer the same, free and clear of liens and payment by Seller of any sales tax, registration fee, exercise tax, surtax, conveyance taxes or other fees related thereto. (d) An assignment to Buyer of each Lease and Contract constituting an Assumed Liability. (e) The commitment to issue the Title Policy as specified in Section 6.1 hereof. (f) Survey as specified in Section 6.2 hereof. (g) Evidence satisfactory to Buyer of full defeasance of the Bonds and release of all collateral and obligations related to the Acquired Assets.

Documents Relating to Title. Shareholders shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Purchaser: (a) Stock certificates, registered in the name of the Shareholders, free and clear of all Liens, duly endorsed by Shareholders or with stock powers attached, representing all of the issued and outstanding capital stock of the Company; (b) The resignation of each member of the Board of Directors and each officer of the Company effective as of the Closing; (c) The Shareholders and the Company shall have delivered to Purchaser an opinion of legal counsel, dated the Closing Date, in the form of Exhibit 6.01(c); (d) The Shareholders shall have entered into an agreement terminating any and all existing shareholders, stock purchase and transfer restriction and similar agreements, in a form acceptable to Purchaser. (e) The Shareholders and the Company shall have entered into all related agreements identified in Section 5.01. (f) The Shareholders shall have delivered all instruments and documents necessary to release any and all Liens on the Shares and/or Assets, including appropriate UCC financing statement amendments and termination statements.

Documents Relating to Title. Seller or Shareholder shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, to Buyer or Buyer's designee: (1) Special warranty deeds, in form satisfactory to Buyer or Buyer's designee and the Title Company, and conveying to Buyer good, valid and marketable title in fee simple to the Real Estate free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions. (2) Special warranty bills of sales and assignments, in form satisfactory to Buyer, warranting and conveying to Buyer good and valid title to all Assets (other than Real Estate) free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, rights of way, equities, options, rights of first refusal, restrictions, special tax or governmental assessments, defects in title, encroachments and other burdens, except for Permitted Exceptions. (3) Certificates of title to all vehicles which constitute Assets endorsed by Seller (or its affiliates, as is appropriate) together with completed originals of any forms required by the State of Tennessee to transfer the same, free and clear of liens. (4) An assignment to Buyer of each lease and contract (subject to Buyer's assumption) constituting an Assumed Liability. (5) Title Policy as specified in Section 7.1 hereof.

Documents Relating to Title. Shareholders shall execute, acknowledge, deliver and cause to be executed, acknowledged and delivered to Purchaser: (a) In lieu of stock certificates for the Shares, which certificates cannot be located at this time, each Shareholder will execute and deliver an Affidavit and Indemnity Agreement along with a Stock Power to transfer the shares; (b) The ancillary non-competition/non-solicitation and consulting agreements, which shall be attached hereto as Exhibit 5.01(a) and Exhibit 5.01(b). (c) The resignation of each member of the Board of Directors and each officer of the Company effective as of the Closing; and (d) The Shareholders and the Company shall have delivered to Purchaser an opinion of legal counsel (the “Opinion Letter”), dated the Closing Date, in the form of Exhibit 6.01(d).