Common use of Instruments and Possession Clause in Contracts

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 Subject to the terms and conditions contained herein, to effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, Seller will execute and deliver or cause to be executed and delivered to PurchaserBuyer: (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 JD, conveying in the aggregate good and sufficient title to all of Seller's owned personal property included in the Owned Personal Property and the Mass-Market InventoryAssets; (iiiii) a general warranty deed in recordable form for the State subject to Section 10.1, Assignments and Assumptions 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 Leases in the form attached hereto as Exhibit LE with respect to the Facility Leases or in such other form as may be required by the lessor or sublessor thereunder and which is reasonably acceptable to Nextera; (iii) subject to Section 10.1, Assignments and Assumptions of Contracts and Leases (other than Facility Leases), each in the form of Exhibit F attached hereto, with respect to the Mass-Market Contracts and Leases (other than any Facility Lease); (iv) letters from each of Seller and General Partner to the Dothan IRB Lease Delaware Secretary of State giving permission to use the names "Sibson" and "Sibson & Company" to SC/NE, LLC in the Dominican Republic Leasesforms attached hereto as Exhibit K; (v) Assignments of Mass-Market Trademarksassignment to, each in the form attached hereto as Exhibit Kand assumption by, in recordable form Buyer with respect to the extent necessary one percent (1%) membership interest in Sibson Europe owned by General Partner; and all other required documents or actions to assign such Mass-Market Trademarks; andhave Buyer admitted as the sole member of Sibson Europe; (vi) such other instruments as shall be reasonably requested by Purchaser Buyer to vest in Purchaser Seller's Buyer 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 Subject to Sections 3.4 and 6.7, to -------------------------- effect the sale and transfer referred to in Section 2.1 hereof, Seller will cause the appropriate member or members of the Transfer Group to, at the Closing, Seller will execute and deliver or cause to be delivered to Purchaserthe Buyers: (i) an Deeds, in form reasonably acceptable to NGOP, conveying, in the aggregate, all of the real property owned by any member of the Transfer Group that is included in the Acquired Assets; (ii) General Assignment Agreementand Bills of Sale, in the form attached hereto as Exhibit IA and Exhibit B, conveying Seller's rightin the aggregate to NGOP and --------- --------- AGC, title respectively, all of the tangible and interest intangible personal property owned by any member of the Transfer Group that is included in and to the Dothan IRB Lease and the Dominican Republic Leases to PurchaserAcquired Assets; (iiiii) one or more bills Assignments of saleLease in the form attached hereto as Exhibit C with respect to the Leases owned by any member of the Transfer --------- Group that are included in the Acquired Assets with any changes required to comply with the local law of the jurisdiction where the conveyed leasehold is located; (iv) Assignments of Water Rights, in the form attached hereto as Exhibit JD, conveying in the aggregate good and sufficient title to all of the Owned Personal Property and Acquired Companies' water --------- rights directly or indirectly owned or held by any member of 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 Transfer Group that are included 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 TrademarksAcquired Assets; and (viv) such other instruments as shall may reasonably be reasonably requested by Purchaser the Buyers to vest in Purchaser Seller's the Buyers 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 Acquired Assets in accordance with the provisions hereof.

Instruments and Possession. To effect the sale and transfer of -------------------------- Assets referred to in Section 2.1 1.3 hereof, the Companies and the Existing Shareholders will, at the Closing, Seller will execute and deliver or cause to be delivered to PurchaserABS: (i) an Assignment Agreementone or more Bills of Sale, in the form attached hereto as Exhibit IA, conveying Seller's right, title and interest in and to the Dothan IRB Lease and aggregate all of the Dominican Republic Leases to Purchaserpersonal property owned by the Companies included in the Assets; (ii) one or more bills subject to Section 8.2, Assignments of sale, Lease in the form attached hereto as Exhibit J, conveying in the aggregate good and sufficient title B with respect to the Owned Personal Property and the Mass-Market Inventorythose leases that ABS will assume; (iii) a general warranty deed subject to Section 8.2, Assignments of Contract Rights in recordable the form for the State of Alabama conveying good and marketable title attached hereto as Exhibit C with respect to the Dothan Owned Facility free and clear of Encumbrances other than Permitted Encumbrances.those contracts that ABS will assume; (iv) subject to Section 8.2, Assignments of Contract RightsPatents and Trademarks and other Proprietary Rights (including an assignment of all rights, title and interest of the Companies to the names "California Equipment Company," "California Equipment Co. of Sacramento" and all variations thereof) 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 KD, in recordable form to the extent necessary to assign such Mass-Market Trademarksrights; and (viv) such other instruments as shall be reasonably requested by Purchaser ABS to vest in Purchaser Seller's ABS 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.