Instruments of Conveyance and Transfer, Etc Sample Clauses

Instruments of Conveyance and Transfer, Etc. At the Closing, the Clinic shall deliver (or cause to be delivered) to the Purchaser such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Purchaser, in accordance with the terms hereof, title to the Assets, free and clear of all Encumbrances, including, without limitation, the delivery of Bills of Sale (the “Bills of Sale”) substantially in the form of Exhibit B and Exhibit C. Simultaneously therewith, the Clinic shall take all steps as may be reasonably required to put the respective assignees of the Purchaser in possession and operating control of the Assets.

Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the items required to be delivered by Seller pursuant to Section 5.2 hereof. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.

Instruments of Conveyance and Transfer, Etc. (a) Simultaneously with the execution herewith, the Seller is executing and delivering (or causing to be executed and delivered) to the Buyer, such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment (collectively, the "Conveyance Instruments") as are necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances), including, without limitation, a bill ▇▇ sale, assignment and assumption agreement in a form previously agreed upon by the Buyer and the Seller (the "Bill ▇▇ Sale and Assumption Agreement"). Simultaneously with the execution herewith, the Seller shall relinquish to the Buyer possession and operating control of the Purchased Assets and shall take all other steps that may be required or desirable to pass title to the Purchased Assets to the Buyer. (b) Simultaneously with the execution herewith, the Buyer is executing and delivering to the Seller, such instruments of assumption as are necessary to assume, in accordance with the terms hereof, the Assumed Obligations, including, without limitation, the Bill ▇▇ Sale and Assumption Agreement.

Instruments of Conveyance and Transfer, Etc. (a) ▇▇▇▇▇▇ shall execute and deliver such instruments and documents, take such steps and otherwise cooperate as AtriCure may reasonably request to transfer title to the PURCHASED ASSETS to AtriCure and to put AtriCure in possession and operating control of the PURCHASED ASSETS at the times provided for in this Agreement. (b) Anything contained in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement or an attempted agreement to sell, transfer or assign any Assigned Warranty (or any claim or right or any benefit arising thereunder or resulting therefrom), if the attempted transfer or assignment thereof, without the consent of any other party thereto, would constitute a breach thereof or in any way adversely affect the rights of AtriCure or ▇▇▇▇▇▇. During the Manufacturing Term, ▇▇▇▇▇▇ shall use its commercially reasonable efforts to obtain the consent of the other party to any Assigned Warranty to the transfer or assignment thereof to AtriCure in all cases in which such consent is required for the transfer or assignment of any such Assigned Warranty. Pending the receipt of any such consent, ▇▇▇▇▇▇ shall use its commercially reasonable efforts to provide for AtriCure the benefits of such Assigned Warranty, including (a) adherence to reasonable procedures established by Atricure for the immediate transfer to AtriCure of any payments, funds or other benefits or assets received by ▇▇▇▇▇▇ thereunder and (b) enforcement for the benefit of AtriCure of any and all rights of ▇▇▇▇▇▇ thereunder against the other party or parties thereto arising out of the breach or cancellation thereof by such other party or parties or otherwise.

Instruments of Conveyance and Transfer, Etc. At the Closing, each Company shall execute and deliver to the Purchaser a ▇▇▇▇ of sale in substantially the form of Exhibit A (the "▇▇▇▇ of Sale"), and --------- ------------ such other deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be necessary or desirable to transfer, convey and assign good and marketable title to the Purchased Assets to the Purchaser free and clear of any and all Encumbrances. Each Company shall take all reasonable legal steps that may be necessary to put the Purchaser in possession and operating control of the Purchased Assets.

Instruments of Conveyance and Transfer, Etc. At the Closing, the Company shall execute and deliver to the Purchaser a bill of sale, assignment and assumption agreement in substantially th▇ ▇▇rm of Exhibit E hereto (the "Bill of Sale"), assignments of patents and trademarks and such other ▇▇▇▇s, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as shall be necessary or desirable to transfer, convey and assign good and marketable title to the Purchased Assets to the Purchaser free and clear of any and all Encumbrances. The Company shall take all reasonable legal steps that may be necessary to put the Purchaser in possession and operating control of the Purchased Assets.

Instruments of Conveyance and Transfer, Etc. At the Closing, the Seller shall deliver (or cause to be delivered) to the Buyer such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall be necessary to sell, transfer, convey and assign to the Buyer, in accordance with the terms hereof, title to the Purchased Assets, free and clear of all Claims (except Permitted Liens), including, without limitation, the delivery of a ▇▇▇▇ of Sale (the "▇▇▇▇ of Sale") substantially in the form of Exhibit A attached hereto. Simultaneously therewith, the Seller shall take all steps as may be reasonably required to put the Buyer in possession and operating control of the Purchased Assets.

Instruments of Conveyance and Transfer, Etc. Simultaneously with the payment of the purchase price, Seller is delivering to Purchaser herewith the assignment and ▇▇▇▇ of Sale of conveyance and transfer, substantially in the form annexed hereto as Exhibit 1, to complete the Transfer and be effective to vest in Purchaser all right and interest in the Assets, free of all liens or encumbrances or other claims of third parties. Purchaser is delivering to Seller such acknowledgments or assumption agreements herewith as may be required to assume the obligation to perform service on the Assets under the ISO/MSP Agreement subsequent to the Closing Date. The documents delivered pursuant to this section shall be dated and effective as of the Closing Date.

Instruments of Conveyance and Transfer, Etc. On the date each Asset is contributed or transferred hereunder, GCC shall deliver to Spin-Off Sub such deeds, bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment as shall be reasonably necessary to transfer each Asset to Spin-Off Sub; provided, however, that all such instruments shall be without recourse and without representation or warranty (all such representations and warranties being made exclusively in this Agreement). To the extent not completed by the Contribution Date, as promptly as possible and no later than the Spin-Off Date, GCC shall take all such steps as may be reasonably required to put Spin-Off Sub in possession and operating control of the Assets.