Common use of Instruments and Possession Clause in Contracts

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 At the sale and transfer referred to in Section 1.1Closing, Seller shall execute (other than documents described in subclauses (i) through (iii) below that do not require execution) and deliver to Buyer or its designee, as applicableParent and Buyer: (i) a certificate of status, compliance, good standing or like certificate with respect to Seller issued by appropriate Government Officials of its jurisdiction of incorporation; (ii) a certificate of status, compliance, good standing or like certificate with respect to each Acquired Entity issued by appropriate Government Officials of its jurisdiction of incorporation or organization, as applicable, and each jurisdiction in which such Acquired Entity is qualified, licensed or registered to do business; (A) original Books and Records of Seller and each Acquired Entity, other than original Tax-related records and receipts of Seller that relate to Pre-Closing Tax Periods and original records that Seller is required by Law to retain in its possession, and (B) copies of Books and Records of Seller that relate to Pre-Closing Tax Periods and copies of records that Seller is required by Law to retain in its possession in each case to the extent related to the Purchased Assets or any Acquired Entity; (iv) one or more bills of sale, sale conveying in the form attached hereto as Exhibit J, conveying title to aggregate all of Seller’s owned tangible personal property included in the Purchased Assets Assets; (v) assignments of all Real Property Leases of Seller and evidence that all Personal Property Leases of Seller included in the Purchased Assets; (vi) assignments of all Contracts of Seller included in the Purchased Assets; (vii) assignment(s) of all Registered Intellectual Property included in the Purchased Assets, in form suitable for recordation with the applicable Governmental Authority; (viii) all Ancillary Agreements to which Seller or any of its employees or Affiliates is a party, duly executed by such Seller or such employees or Affiliates, as applicable; (ix) all documents, including executed UCC-3 termination statements and PPSA financing change statements, as are necessary to (A) release all Encumbrances on the Purchased Assets Shares and (other than Permitted EncumbrancesB) 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 release all Encumbrances (other than Permitted Encumbrances) have been discharged or released in full (together with evidence on all other Purchased Assets and all of the release Assets 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)Acquired Entities; and (x) such other instruments as shall be reasonably requested by Buyer Parent to vest in Parent or Buyer such right, title or interest in and to the Purchased 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 (or cause to Buyer or its designee, as applicablebe delivered) to Buyer: (i) one or more bills of sale, in the a form attached hereto as Exhibit Jreasonably acceptable to Buyer, conveying title to in the aggregate all of Seller’s the owned personal property of Seller included in the Purchased Assets and evidence that all Encumbrances on the Purchased Acquired 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 FacilityHA-LO Europe Stock), duly executed by Seller; (ii) a certified copy of the Assignment and Assumption of Contract Rights and Obligations, executed by Seller, attached hereto as Exhibit KSale Order; (iii) all Books and Records of the Assignment Seller and Assumption all other tangible Acquired Assets owned by or in the possession of Real Property Leases, executed by Seller, attached hereto as Exhibit LSeller (excluding any such items that are Excluded Assets); (iv) appropriate documents providing for the Assignment assignment and assumption of Intellectual Property Assetsthe Assumed Executory Contracts and the Assumed Liabilities, duly executed by Seller, attached hereto as Exhibit M; (v) such evidence fully executed Intellectual Property assignments in the forms attached hereto as the Title Company may reasonably require as Exhibit D each in recordable form to the authority of the person or persons executing documents on behalf of Sellerextent necessary to assign such rights; (vi) such affidavits as may be customarily details of and reasonably required by the Title Companyall documentation (original where appropriate) necessary to assert ownership and/or interests in all Seller Intellectual Property; (vii) an executed closing statement prepared by copies of any landlord waivers and landlord consents to leasehold mortgages or collateral assignments of leases received prior to the Title Company and reasonably acceptable to SellerClosing Date; (viii) Deeds conveying each Owned Real Property to duly executed and approved transfers in favor of Netherlands Buyer (or its designeenominee(s) prepared in of the manner set forth in Section 5.14entire issued share capital of HMK International, HA-LO Belgium NV (Belgium) and HA-LO Marketing Ltd. (UK); (ix) a Title Policy for each Owned Real Property, evidencing that all Encumbrances (the share certificate(s) representing the entire issued share capital of the HA-LO Europe entities listed on Schedule 4.3(a) hereto other than Permitted EncumbrancesHA-LO Italia, S.p.A. for which Seller shall deliver share certificate(s) have been discharged representing its 54% ownership interest (or released an express indemnity in full a form satisfactory to Buyer in the case of any found to be missing); (together with evidence x) the certificate of incorporation, common seal, minute books, statutory registers and share certificate books of each of the release HA-LO Europe entities listed on Schedule 4.3(a); (xi) resignation letters of all Encumbrances the directors, secretaries and auditors listed on Schedule 3.2(a) (Resignation Letters) attached hereto, which shall include an express waiver by each such director, secretary and auditor of any claim related to their position, and which shall confirm, in accordance with the applicable laws of the jurisdiction of the relevant entity, that there are no circumstances connected with their resignations which should be brought to the attention of the members or creditors of the relevant entity and that no fees are due to them; (xii) written resolutions of the general meeting of shareholders of HMK International pursuant to which (1) HA-LO resigns as managing director of HMK International and (2) Netherlands Buyer is appointed as managing director of HMK International, both such resignations and appointment to be effective as of, and under the Seller Credit Facility on any condition precedent of, the execution of the Deed of Transfer; (xiii) the title deeds and related documents relating to the Owned Real Property that constitutes Collateral (as defined set forth in the Seller Credit FacilitySchedule 4.24(a) under the Seller Credit Facility)attached hereto; and (xxiv) such other instruments as shall be reasonably requested duly executed and approved transfers in favor of Netherlands Buyer or its nominee(s) of the shares of capital stock of China Wisdom Ltd. held in trust by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof▇▇▇▇ ▇▇▇▇▇.