Instruments and Possession Clause Samples

Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer: (i) INTENTIONALLY OMITTED; (ii) one or more bills of sale, in the form attached hereto as Exhibit D, conveying in the aggregate all of Seller's or Seller's Subsidiaries' owned personal property included in the Assets; (iii) subject to Section 9.2, Assignments of Lease in the form attached hereto as Exhibit E with respect to the Leases; (iv) subject to Section 9.2, Assignments of Contract Rights, each in the form of Exhibit F attached hereto, with respect to the Contract Rights included in the Assets; (v) Assignments of Patents and Trademarks and other Proprietary Rights each in the form attached hereto as Exhibit G, in recordable form to the extent necessary to assign such rights;

Instruments and Possession. To effect the sale and transfer referred to in Section 1.1, Seller shall execute and deliver to Buyer or its designee, as applicable: (i) certificates representing the Rodeo Stock duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer or its designees, as applicable; (ii) the stock books, stock ledgers, minute books and corporate seals of each Rodeo Entity as of the Closing Date; provided, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.3(a)(ii) if such item has been delivered to or is otherwise certified to Buyer by a duly authorized officer of Seller to be located at the offices of Rodeo, LTME or LTAP, respectively, as of the Closing Date; and (iii) such other instruments and documents in form and substance reasonably acceptable to Buyer as shall be reasonably requested by Buyer to effect the Closing in accordance with the provisions hereof.

Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Sellers will, at the Closing, execute and deliver to Buyer: (i) one or more bills of sale, in the form attached hereto as Exhibit D, conveying in the aggregate all of Sellers' personal property included in the Assets;

Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, at the Closing, Seller will execute and deliver or cause to be delivered to Purchaser: (i) an Assignment Agreement, in the form attached hereto as Exhibit I, conveying Seller's right, title and interest in and to the Dothan IRB Lease and the Dominican Republic Leases to Purchaser; (ii) one or more bills of sale, in the form attached hereto as Exhibit J, conveying in the aggregate good and sufficient title to the Owned Personal Property and the Mass-Market Inventory; (iii) a general warranty deed in recordable form for the State of Alabama conveying good and marketable title to the Dothan Owned Facility free and clear of Encumbrances other than Permitted Encumbrances. (iv) Assignments of Contract Rights, each in the form attached hereto as Exhibit L, with respect to the Mass-Market Contracts other than the Dothan IRB Lease and the Dominican Republic Leases; (v) Assignments of Mass-Market Trademarks, each in the form attached hereto as Exhibit K, in recordable form to the extent necessary to assign such Mass-Market Trademarks; and (vi) such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser Seller's title in and to the Mass-Market Intellectual Property (other than Mass-Market Trademarks), assignable Permits, Prepaid Expenses, Mass-Market Books and Records and other Mass-Market Assets in accordance with the provisions hereof.

Instruments and Possession. To effect the sale and transfer referred to in Section 1.1, Seller shall execute and deliver to Buyer or its designee, as applicable: (i) one or more bills of sale, in the form attached hereto as Exhibit J, conveying title to all of Seller’s owned personal property included in the Purchased Assets and evidence that all Encumbrances on the Purchased Assets (other than Permitted Encumbrances) have been discharged or released in full (together with UCC filings reflecting releases of Encumbrances under the Seller Credit Facility on the Purchased Assets that constitute Collateral (as defined in the Seller Credit Facility) under the Seller Credit Facility); (ii) the Assignment and Assumption of Contract Rights and Obligations, executed by Seller, attached hereto as Exhibit K; (iii) the Assignment and Assumption of Real Property Leases, executed by Seller, attached hereto as Exhibit L; (iv) the Assignment of Intellectual Property Assets, executed by Seller, attached hereto as Exhibit M; (v) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (vi) such affidavits as may be customarily and reasonably required by the Title Company; (vii) an executed closing statement prepared by the Title Company and reasonably acceptable to Seller; (viii) Deeds conveying each Owned Real Property to Buyer (or its designee) prepared in the manner set forth in Section 5.14; (ix) a Title Policy for each Owned Real Property, evidencing that all Encumbrances (other than Permitted Encumbrances) have been discharged or released in full (together with evidence of the release of all Encumbrances under the Seller Credit Facility on any Owned Real Property that constitutes Collateral (as defined in the Seller Credit Facility) under the Seller Credit Facility); and (x) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.

Instruments and Possession. To effect the transfers referred to in Section 2.1, the Company and the Principals shall have executed and delivered to QDL: (i) a ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C, conveying in the aggregate all personal property included in the Acquired Assets; (ii) an Assignment and Assumption of Lease, with respect to each of the Real Property Leases (other than the Existing Master Lease), which shall be in a form reasonably satisfactory to QDL; and a duly executed certificate from an authorized officer of the Company certifying that all rents due from the Company under each Real Property Lease has been paid as of the Closing Date and that no defaults exist under any of the Real Property Leases as of the Closing Date; (iii) an Assignment and Assumption of Lease, with respect to each Non- Real Estate Lease in a form reasonably satisfactory to QDL; (iv) assignments, in form and substance satisfactory to QDL, of all Intellectual Property Rights, in recordable form to the extent necessary to assign such rights; (v) to the extent in written or other deliverable form and not previously delivered, all copies of Intellectual Property or other secret, proprietary or confidential information included in the Acquired Assets; (vi) evidence of the name change of the Company required by Section 6.12, which evidence shall be reasonably satisfactory to QDL; (vii) all cash and cash equivalents of the Company; 39 (viii) other than the Excluded Assets, all Books and Records of the Company (QDL shall be granted access to such Books and Records immediately after Closing); (ix) such keys, lock and safe combinations and other similar items as QDL shall require to obtain full occupation, possession and control of the Company's facilities and Business; (x) such changes relating to the bank accounts and safe deposit boxes of the Company as are being transferred to QDL and which QDL shall have requested by notice to the Company at least five (5) business days prior to the Closing Date; (xi) such other instruments as shall be reasonably requested by QDL to vest in QDL good and valid title in and to the Acquired Assets in accordance with the provisions hereof; and (xii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.

Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer: (i) one or more bills of sale, in the form attached hereto as Exhibit C, conveying in the aggregate all of Seller’s owned personal property included in the Assets; (ii) subject to Sections 6.11 and 9.2, Assignments of Lease in the form attached hereto as Exhibit D with respect to the Leases; (iii) subject to Sections 6.11 and 9.2, Assignments of Contract Rights, each in the form of Exhibit E attached hereto, with respect to the Contract Rights; (iv) Assignments of Patents, Trademarks and other Proprietary Rights (including an assignment of all of Seller’s rights, title and interest to the name Shellcase, and all variations thereof) each in the form attached hereto as Exhibit F, in recordable form to the extent necessary to assign such rights; (v) Indemnification Escrow Agreement in the form attached hereto as Exhibit I; (vi) License and Services Agreement in the form attached hereto as Exhibit J; (vii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Assets in accordance with the provisions hereof.

Instruments and Possession. To effect the sale and transfer of -------------------------- Assets referred to in Section 1.3 hereof, Stone and Ashland will, at the Closing, execute and deliver to City: (i) one or more Bills of Sale, in the form attached hereto as Exhibit A, conveying in the aggregate all of the personal property owned by Stone and Ashland included in the Assets; (ii) subject to Section 8.3, Assignments of Lease in the form attached hereto as Exhibit B with respect to the Leases; (iii) subject to Section 8.3, Assignments of Contract Rights in the form attached hereto as Exhibit C with respect to all contracts which City shall assume unless listed on Schedule 1.4; (iv) subject to Section 8.3, Assignments of Patents and Trademarks and other Proprietary Rights (including an assignment of all rights, title and interest of Stone and Ashland to the names "Stone Heavy Duty and "Ashland Auto Parts," respectively and all variations thereof) each in the form attached hereto as Exhibit D, in recordable form to the extent necessary to assign such rights; and (v) such other instruments as shall be requested by City to vest in City title in and to the Assets in accordance with the provisions hereof.

Instruments and Possession. Upon the terms and conditions contained in this Agreement, on the Closing Date, and upon delivery of the BUYER's Stock Cash Consideration and Barge Consideration, SELLER's Transferred Shares, Barge, bills of sale and the other closing documents and instruments to be delivered by the respective Parties hereto, as described in Articles 6, 7 and 8 below, BUYER shall be entitled to possession of the Transferred Shares and the Barge,. All of such instruments will be in form and substance, and will be executed and delivered in a manner, reasonably satisfactory to the Parties and their legal Representatives.