Common use of Instruments and Possession Clause in Contracts

Instruments and Possession. To effect the sale referred to in Section 2.1 hereof, Seller shall, on the Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible Liens: (i) a special warranty deed, in proper form for recording and mutually and reasonably acceptable to Purchaser and Seller, conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by Purchaser; (ii) the Bill ▇▇ Sale, Assignment and Assumption Agreement conveying all of the owned personal property included in the Assets, the Personal Property Leases and the Contract Rights; (iii) such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser good title (other than, in the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (iv) such affidavits, certificates or filings as may be required to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and (vi) physical possession and control of the Assets.

Instruments and Possession. To effect the sale referred to in Section 2.1 hereof, Seller shall, on the Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible Liens: (i) a special warranty deed, in proper form for recording and mutually and reasonably acceptable to Purchaser and Seller, conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by PurchaserAssets; (ii) the Bill ▇▇ one or more Bills of Sale, Assignment and Assumption Agreement conveying all of the owned personal property included in the Assets; (iii) subject to Section 3.2(c), the Personal Property Lease Assignment and Assumption Agreement with respect to the assignment of the Personal Property Leases and the Contract Rightshereunder; (iiiiv) subject to Section 3.2(c), the Contract Rights Assignment and Assumption Agreement with respect to the assignment of all Contract Rights included in the Assets; (v) such other instruments as shall be reasonably requested by Purchaser to vest in Purchaser good title (other than, in the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (ivvi) such affidavits, certificates or filings as may be required to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (vvii) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and (viviii) physical possession and control of the Assets.

Instruments and Possession. To effect the sale and transfer referred to in Section 2.1 hereof, Seller shall, on the Closing Date, Sellers will execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title Newco prior to the Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible LiensClosing: (i) a special warranty deedone or more Bills of Contribution, in proper the substantial form for recording and mutually and reasonably acceptable of Exhibit A attached to Purchaser and Sellerthe Contribution Agreement, conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by Purchaser; (ii) the Bill ▇▇ Sale, Assignment and Assumption Agreement conveying aggregate all of the Sellers' owned personal property included in the Assets, in consideration for Newco's first issue of Newco Stock; (ii) (A) an Assignment of Lease in the Personal Property form attached hereto as Exhibit D with respect to the Leases for the Spectrum Club - Fullerton and the Spectrum Club - Thousand Oaks and (B) to the extent permitted in Articles IV and VIII hereof, a Sublease and a Memorandum of Lease in the form attached as Exhibits E and F hereto, respectively, or, in the alternative, an Assignment of Lease in the form attached as Exhibit D hereto, with respect to the Leases for the Spectrum Club - Water Garden, the Spectrum Club - Howa▇▇ ▇▇▇h▇▇, ▇▇e Spectrum Club - Fullerton, the Spectrum Club - Valencia, the Spectrum Club - Puen▇▇ ▇▇▇ls and the Spectrum Club - Anaheim; (iii) an Assignment of Contract Rights in the substantial form of Exhibit C attached to the Contribution Agreement, with respect to the Contract Rights; (iiiiv) an Assignment of Partnership Interest with respect to Sports Connection - ES/MB; (v) one or more grant deeds conveying good and marketable fee simple title to the Owned Real Property; (vi) a sublease for the Office Space portion of the Premises under the Lease for the Spectrum Club - Thousand Oaks complying with the provisions of Sections 16.2.4 of such Lease and otherwise on terms and conditions mutually agreed by Sellers and Buyer prior to the Closing Date; (vii) an Assignment of Trademarks in the substantial form of Exhibit D attached to the Contribution Agreement; and (viii) such other instruments as shall be reasonably requested by Purchaser Buyer to vest in Purchaser good Newco title (other than, in the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (iv) such affidavits. Immediately following the above contributions, certificates or filings as may be required Sellers will deliver to convey Buyer at closing a certificate representing the Assets Newco Stock, duly endorsed for transfer to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and (vi) physical possession and control of the AssetsBuyer.

Instruments and Possession. To effect the sale transfer referred to in -------------------------- Section 2.1 hereof, Seller shallSellers (as applicable) will, and will cause MLSLP to, on the Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible LiensBuyer: (i) a special warranty deedone or more assignments of partnership interest with respect to the MLSLP Partnership Interests other than that held by MAS and certificate(s) evidencing the MAS Stock (duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank), in proper form for recording each case free and mutually and reasonably acceptable to Purchaser and Seller, conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by Purchaserclear of any Encumbrances; (ii) one or more bills of sale substantially in the Bill ▇▇ Saleform attached hereto as Exhibit "C", Assignment and Assumption Agreement conveying in the aggregate all of the owned personal property of the ▇▇▇▇▇ Entities (other than MLSLP and MAS) included in the Purchased Assets, the Personal Property Leases and the Contract Rights; (iii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit "D" with respect to the Leases and all other Assumed Liabilities; (iv) the Exclusive Sales Agreement; (v) subject to Section 3.2(c), separate assignments of all Contract Rights included in the Purchased Assets to the extent necessary; (vi) assignments of all Proprietary Rights which constitute Purchased Assets in recordable form to the extent necessary to assign such rights; (vii) the subleases, if any, of the properties to be subleased to Buyer as provided herein; (viii) original certificates of title, signed by a ▇▇▇▇▇ Entity, as necessary, and such other executed forms as may be required to transfer to Buyer title in any Motor Vehicle owned by any ▇▇▇▇▇ Entity constituting part of the Purchased Assets; (ix) one or more assignment or assumption agreements in form and substance reasonably acceptable to Buyer which gives effect to the transfer of the Excluded Assets from MLSLP and MAS to the MLSLP Partners or any of their Affiliates; and (x) such other instruments or documents as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions of this Agreement. On the Closing Date, Buyer will execute, where applicable, and deliver to Sellers: (i) the Purchase Price in accordance with Section 2.2 hereof; (ii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit "D" with respect to the Assumed Liabilities; (iii) the Exclusive Sales Agreement; (iv) amendments or restatements of the certificate of limited partnership of MLSLP removing the MLSLP Partners (other than MAS) as partners of MLSLP (which amendments or restatements, if necessary, shall be executed by the MLSLP Partners); and (v) such other instruments as shall be reasonably requested by Purchaser Sellers to vest in Purchaser good title (other than, in effect the case of Owned Real Property, Permissible Liens) in and to the Assets in accordance with the provisions hereof; (iv) such affidavits, certificates or filings as may be required to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller in connection with the issuance consummation of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and (vi) physical possession and control of the Assetstransactions contemplated hereby.

Instruments and Possession. To effect the sale transfer referred to in Section 2.1 hereof, Seller Transferors shall, on the Closing Date, execute and deliver to Purchaser, in such form as to transfer to Purchaser, good title to the Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible LiensGHI: (i) a one or more special warranty deeddeeds, in proper form for recording and mutually and reasonably acceptable to Purchaser GHI and SellerTransferors, conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by PurchaserTransferred Assets; (ii) one or more Bills of Transfer and such other instruments of transfer as GHI may reasonably request to convey and vest in GHI all right, title and interest in and to the Bill ▇▇ Sale, Assignment and Assumption Agreement conveying all of the owned personal property included in the remaining Transferred Assets, the Personal Property Leases and the Contract Rights; (iii) such other instruments as shall be reasonably requested by Purchaser subject to vest in Purchaser good title (other thanSection 3.4(c) hereof, in the case of Owned Real Property, Permissible Liens) in Lease Assignment and Assumption Agreements with respect to the Assets in accordance with assignment of the provisions hereofLeases hereunder; (iv) subject to Section 3.2(c), the Personal Property Lease Assignment and Assumption Agreement with respect to the assignment of the Personal Property Leases hereunder; (v) subject to Section 3.2(c), the Contract Rights Assignment and Assumption Agreement with respect to the assignment of the Contract Rights hereunder; (vi) the Memorandum of Agreements, Agreement and Assignment with respect to the Wagram Plant; (vii) the Assignment of Trademarks with respect to the assignment of the Intellectual Property Rights hereunder; (viii) such affidavits, certificates or filings as may be required to convey the Transferred Assets to Purchaser GHI or as may be reasonably requested by PurchaserGHI's title company and agreed to by Seller Transferors in connection with the issuance of the title policies with respect to the Owned Real PropertyProperty and Leasehold Estates, all costs, charges and premiums of which, shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the CodeGHI; and (viix) physical possession and control of the Transferred Assets.

Instruments and Possession. To effect the sale Purchase and Sale referred to in Section 2.1 hereof, Seller shallwill, on at the Closing DateClosing, execute and deliver to PurchaserBuyer and Dayton, as reasonably requested by Buyer and Dayton, in form and substance satisfactory to Buyer and Dayton, such form endorsements, bills of sale, warranty deeds, assignment of warranties, assignment and assumption agreements and such other good and sufficient instruments of conveyance and assignment, and such other documents and instruments, as shall be necessary or appropriate to transfer to Purchaserwarrant and vest in Buyer, good and marketable right, title and interest in and to the Subject Assets, subject to no Encumbrances, imperfections of title, covenants, restrictions, easements, encroachments or any state of facts which would be reflected on a current ALTA survey, other than, in the case of Owned Real Property, Permissible Liens: (i) a special warranty deedOne or more bills of sale, substantially in proper the form for recording and mutually and reasonably acceptable to Purchaser and Sellerattached hereto as EXHIBIT 3.6(a)(i), conveying good title (other than Permissible Liens) to all Owned Real Property included in the Assets as such Owned Real Property is described in a current ALTA survey obtained by Purchaser; (ii) the Bill ▇▇ Sale, Assignment and Assumption Agreement conveying aggregate all of the Seller's owned personal property included in the Subject Assets; (ii) Subject to Section 10.2, Assignment and Assumption of Leases substantially in the Personal Property Leases and form attached hereto as EXHIBIT 3.6(a)(ii) attached hereto with respect to the Contract RightsLeases, to be countersigned by Buyer; (iii) Subject to Section 10.2, Assignment and Assumption of Contract Rights, each substantially in the form of EXHIBIT 3.6(a)(iii) attached hereto with respect to the Contract Rights, to be countersigned by Buyer; (iv) Patent Assignment, substantially in the form attached hereto as EXHIBIT 3.6(a)(iv), in recordable form to the extent necessary to assign such rights; and (v) Such other instruments as shall be reasonably requested by Purchaser Buyer to vest in Purchaser good Buyer right, title (other than, in the case of Owned Real Property, Permissible Liens) and interest in and to the Subject Assets in accordance with the provisions hereof; (iv) . Simultaneously with, and after, such affidavitsdelivery, certificates Seller will take, or filings cause to be taken, all additional reasonable steps as may be required necessary or desirable to convey the Assets to Purchaser or as may be reasonably requested by Purchaser's title company and agreed to by Seller put Buyer in connection with the issuance of the title policies with respect to the Owned Real Property, all costs, charges and premiums of which, shall be paid by Purchaser; (v) an affidavit, in a form reasonably satisfactory to Purchaser, of Seller stating under penalties of perjury Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445(b)(2) of the Code; and (vi) physical possession and operational control of the AssetsSubject Assets as of the Closing Date.