Common use of Exchange of Assets Clause in Contracts

Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, SHOW shall exchange, transfer, convey, assign and deliver to DoubleCase, and DoubleCase shall receive, acquire and accept on the Closing Date (as such term is hereinafter defined) all of the rights, title and interest of SHOW in and to the business, assets, goodwill, and rights of SHOW in all or substantially all of its assets, including customer lists, inventory, as specified in the list of Assets attached hereto as Exhibit I (the "Assets & Allocation"), as the same shall exist on the Closing Date, including, without limitation, rights in tradenames, trademarks and copyrights, patent and patent pendings, all rights relating to or arising out of the business conducted by SHOW under express or implied warranty (as from the suppliers of SHOW with respect to the Assets being transferred to DoubleCase) , all books and records, correspondence and files of or relating to the business or Assets of SHOW being exchanged with DoubleCase and all of SHOW's rights, title and interest in and to each, contract, agreement, purchase order or commitment to which SHOW is a party or in which SHOW has rights (all of such assets are collectively referred to hereinafter as the "Assets"), free and clear of all liabilities, obligations, liens and encumbrances, except as expressly assumed by DoubleCase under Section 2 below. 1.2 The transfer of the Assets as herein provided shall be effected by bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer and conveyance delivered to DoubleCase on the Closing Date in form sufficient to transfer the Assets as contemplated by this Agreement and as shall be reasonably requested by DoubleCase. SHOW covenants that (i) it will, at any time and from time to time after the Closing Date, execute and deliver such other instruments of transfer and conveyance and do all such further acts and things as may be reasonably requested by DoubleCase to transfer and deliver to DoubleCase or to aid and assist DoubleCase in collecting and reducing to possession, any and all of the Assets; (ii) DoubleCase, after the Closing Date, shall have the right and authority to collect, for the account of DoubleCase, all checks, notes and other evidences of indebtedness or obligations to make payment of money and other items which shall be transferred to DoubleCase as provided and to endorse with the name of DoubleCase any such checks, notes or other instruments received after the Closing Date; and (iii) SHOW will transfer and deliver to DoubleCase all other property that SHOW may receive after the Closing Date in respect of or arising out of the business conducted by SHOW. 1.3 SHOW covenants that between the date hereof and the Closing Date and, if reasonably requested by DoubleCase, after the Closing Date, SHOW shall use its best efforts to obtain the consent of any parties to any contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements being assigned by SHOW to DoubleCase hereunder as shall be reasonable requested by DoubleCase. If any such required consent is not obtained, this Agreement shall constitute an agreement to assign the instrument relating thereto to DoubleCase.

Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, SHOW TOPLISTING shall exchange, transfer, convey, assign and deliver to DoubleCaseT▇▇.▇▇▇, and DoubleCase T▇▇.▇▇▇ shall receive, acquire and accept on the Closing Date (as such term is hereinafter defined) all of the rights, title and interest of SHOW TOPLISTING in and to the business, assets, goodwill, and rights of SHOW TOPLISTING in all or substantially all of its assets, including customer lists, inventory, as specified in the list of Assets attached hereto as Exhibit I (the "Assets & Allocation"), as the same shall exist on the Closing Date, including, without limitation, rights in tradenames, trademarks and copyrights, patent and patent pendings, all rights relating to or arising out of the business conducted by SHOW TOPLISTING under express or implied warranty (as from the suppliers of SHOW TOPLISTING with respect to the Assets being transferred to DoubleCaseT▇▇.▇▇▇) , all books and records, correspondence and files of or relating to the business or Assets of SHOW TOPLISTING being exchanged with DoubleCase T▇▇.▇▇▇ and all of SHOWTOPLISTING's rights, title and interest in and to each, contract, agreement, purchase order or commitment to which SHOW TOPLISTING is a party or in which SHOW TOPLISTING has rights (all of such assets are collectively referred to hereinafter as the "Assets"), free and clear of all liabilities, obligations, liens and encumbrances, except as expressly assumed by DoubleCase T▇▇.▇▇▇ under Section 2 below. 1.2 The transfer of the Assets as herein provided shall be effected by bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer and conveyance delivered to DoubleCase T▇▇.▇▇▇ on the Closing Date in form sufficient to transfer the Assets as contemplated by this Agreement and as shall be reasonably requested by DoubleCaseT▇▇.▇▇▇. SHOW TOPLISTING covenants that (i) it will, at any time and from time to time after the Closing Date, execute and deliver such other instruments of transfer and conveyance and do all such further acts and things as may be reasonably requested by DoubleCase T▇▇.▇▇▇ to transfer and deliver to DoubleCase T▇▇.▇▇▇ or to aid and assist DoubleCase T▇▇.▇▇▇ in collecting and reducing to possession, any and all of the Assets; (ii) DoubleCaseT▇▇.▇▇▇, after the Closing Date, shall have the right and authority to collect, for the account of DoubleCaseT▇▇.▇▇▇, all checks, notes and other evidences of indebtedness or obligations to make payment of money and other items which shall be transferred to DoubleCase T▇▇.▇▇▇ as provided and to endorse with the name of DoubleCase T▇▇.▇▇▇ any such checks, notes or other instruments received after the Closing Date; and (iii) SHOW TOPLISTING will transfer and deliver to DoubleCase T▇▇.▇▇▇ all other property that SHOW TOPLISTING may receive after the Closing Date in respect of or arising out of the business conducted by SHOWTOPLISTING. 1.3 SHOW TOPLISTING covenants that between the date hereof and the Closing Date and, if reasonably requested by DoubleCaseT▇▇.▇▇▇, after the Closing Date, SHOW TOPLISTING shall use its best efforts to obtain the consent of any parties to any contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements being assigned by SHOW TOPLISTING to DoubleCase T▇▇.▇▇▇ hereunder as shall be reasonable requested by DoubleCaseT▇▇.▇▇▇. If any such required consent is not obtained, this Agreement shall constitute an agreement to assign the instrument relating thereto to DoubleCaseT▇▇.▇▇▇.

Exchange of Assets. 1.1 Subject to the terms and conditions of this Agreement and the performance by the parties hereto of their respective obligations hereunder, SHOW then Company shall exchange, transfer, convey, assign and deliver to DoubleCase▇-▇▇▇▇, and DoubleCase ▇-▇▇▇▇ shall receive, acquire and accept on the Closing Date (as such term is hereinafter defined) all of the rightsright, title and interest of SHOW in and the Company, including all aspects to the business, assets, goodwill, and rights of SHOW in all or substantially all of its assets, including customer lists, inventory, Company as specified in the list of Assets attached hereto as Exhibit I (the "Assets & Allocation"), as the same shall exist on the Closing Date, including, without limitation, rights in tradenames, trademarks and copyrights, patent and patent pendings, all rights relating to or arising out of the business conducted by SHOW the Company under express or implied warranty (as from the suppliers of SHOW the Company with respect to the Assets being transferred to DoubleCase) ▇-▇▇▇▇), all books and records, correspondence correspondence, employment records and files of or relating to the business or Assets of SHOW the Company being exchanged with DoubleCase ▇-▇▇▇▇ and all of SHOWthe Company's rightsright, title and interest in and to eacheach lease, contract, agreement, purchase order or commitment to which SHOW the Company is a party or in which SHOW the Company has rights rights, except two vehicles (all of such assets are collectively referred to hereinafter as the "Assets"), free and clear of all liabilities, obligations, liens and encumbrances, except as expressly assumed by DoubleCase ▇-▇▇▇▇ under Section 2 below. 1.2 The transfer of the Assets as herein provided shall be effected by bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer and conveyance delivered to DoubleCase ▇-▇▇▇▇ on the Closing Date in form sufficient to transfer the Assets as contemplated by this Agreement agreement and as shall be reasonably requested by DoubleCase▇-▇▇▇▇. SHOW Company covenants that (i) it will, at any time and from time to time after the Closing Date, execute and deliver such other instruments of transfer and conveyance and do all such further acts and things as may be reasonably requested by DoubleCase ▇-▇▇▇▇ to transfer and deliver to DoubleCase ▇-▇▇▇▇ or to aid and assist DoubleCase ▇-▇▇▇▇ in collecting and reducing to possession, any and all of the Assets; (ii) DoubleCase▇-▇▇▇▇, after the Closing Date, shall have the right and authority to collect, for the account of DoubleCase▇-▇▇▇▇, all checks, notes and other evidences of indebtedness or obligations to make payment of money and other items which shall be transferred to DoubleCase ▇-▇▇▇▇ as provided herein and to endorse with the name of DoubleCase Company any such checks, notes or other instruments received after the Closing Date; and (iii) SHOW Company will transfer and deliver to DoubleCase all ▇-▇▇▇▇ any cash or other property that SHOW Company may receive after the Closing Date in respect of or arising out of the business conducted by SHOWCompany. After the Closing Date, at reasonable times and upon reasonable notice, Company shall have access to the books and records conveyed to ▇-▇▇▇▇ hereunder, and ▇-▇▇▇▇ shall have access to any minute books, stock books and similar corporate records retained by Company. 1.3 SHOW Company covenants that between the date hereof and the Closing Date and, if reasonably requested by DoubleCase▇-▇▇▇▇, after the Closing Date, SHOW Company shall use its best efforts to obtain the consent of any parties to any contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements being assigned by SHOW Company to DoubleCase ▇-▇▇▇▇ hereunder as shall be reasonable reasonably requested by DoubleCase▇-▇▇▇▇. If any such required consent is not obtained, this Agreement agreement shall not constitute an agreement to assign the instrument relating thereto, however Company shall cooperate with ▇-▇▇▇▇ in any reasonable arrangement to provide for ▇-▇▇▇▇ the benefits under any such contract, license, lease, commitment, sales order, purchase order or other agreement, including enforcement, at the cost and for the benefit of ▇-▇▇▇▇, of any and all rights of Company against the other party thereto to DoubleCasearising out of the breach or cancellation by such party or otherwise.