Instruments of Transfer and Assignment Clause Samples
The "Instruments of Transfer and Assignment" clause defines the requirement for parties to execute formal documents necessary to legally transfer or assign rights, interests, or obligations under an agreement. In practice, this means that when a party needs to transfer ownership of assets, shares, or contractual rights, they must sign and deliver specific legal instruments, such as deeds, assignments, or transfer forms, as stipulated by the agreement or applicable law. This clause ensures that all transfers are properly documented and legally effective, thereby preventing disputes over ownership or responsibility and facilitating smooth transitions between parties.
Instruments of Transfer and Assignment. (A) Assignments and Assumptions of Lease, in form and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Assignments and Assumptions of Lease"), assigning the Real Property Leases other than the Excluded Real Property Leases;
(B) a Bill of Sale, in form and substance reasonably acceptable to the Purc▇▇▇▇rs, duly executed by each Seller Company (the "Bill of Sale");
(C) an Assignment and Assumptio▇ ▇▇reement, in form and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Assignment and Assumption Agreement");
(D) to the extent that any Proprietary Rights are included in the Purchased Assets, Assignments of Proprietary Rights, in form and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Assignments of Proprietary Rights");
(E) to the extent that any domain names are included in the Purchased Assets, domain name assignments in form and substance reasonably acceptable to the Purchasers, duly executed by each Seller Company (the "Domain Name Assignments");
(F) copies of any documents and filings required in connection with the payment of transfer Taxes by the Seller Companies under Section 6.6(b);
(G) payoff letters, in a form reasonably acceptable to the Purchasers, executed by the obligees of the capital leases and Liabilities described in Section 2.2(b)(vi) and (ix) of any and all Seller Companies which set forth the amount necessary to satisfy in full such Liabilities as of the Closing Date;
(H) With respect to each Real Property Lease which is an Assumed Contract, the Seller Companies shall have obtained and delivered to the Purchasers a letter of estoppel in form and substance reasonably satisfactory to the Purchasers and the Purchasers' lenders, stating (i) that the applicable Real Property Lease is in full force and effect, (ii) that there is no default by the lessee thereunder, (iii) the date through which the rent has been paid, (iv) the expiration date of the Real Property Lease, and (v) such other statements reasonably requested by the Purchasers and their lenders and that are of a type customarily included in estoppel letters signed by lessors. Each such letter of consent and estoppel shall also consent to the assignment of the Real Property Lease by the applicable Seller Company to the applicable Purchaser; and
(I) Such other deeds and instruments as may be reasonably requested by the Purchasers.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds (which, with respect to the Real Property owned by each Company, shall be a general warranty deed), licenses and such other instruments of transfer and assignment as may be necessary to vest in the Buyer, subject to Section 2.4 and the Assumed Liabilities, good and valid title to, and all of the Seller's right, title and interest in and to, the Assets, free and clear of all liens, encumbrances, options and pledges of any kind other than Permitted Liens and Permitted Encumbrances and except as noted herein and the Schedules hereto, which bills of sale, deeds, licenses and other instruments of transfer and assignment shall be in form and substance reasonably satisfactory to the Buyer.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall, and shall cause its subsidiaries to, deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds, licenses and such other instruments of transfer and assignment (which shall be effective as of the Appointment of Time) as may be necessary to vest in the Buyer good and valid title to, and all of the Seller's right, title and interest in and to, the Assets, free and clear of all liens, encumbrances, options, pledges, restrictions and claims of any kind except as noted herein and the Schedules hereto, which bills of sale, deeds, licenses and other instruments of transfer and assignment shall be in form and substance reasonably satisfactory to the Buyer and its counsel.
Instruments of Transfer and Assignment. (i) A ▇▇▇▇ of Sale to be delivered by the Seller substantially in the form attached hereto as Exhibit A (the "▇▇▇▇ of Sale");
(ii) An Instrument of Assignment and Assumption to be delivered by the Seller substantially in the form attached hereto as Exhibit B (the "Assignment and Assumption");
Instruments of Transfer and Assignment. (i) a ▇▇▇▇ of sale substantially in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”);
(ii) an instrument of assignment and assumption substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption”);
(iii) an assignment and assumption of lease or leases with respect to the Leased Real Property substantially in the form attached hereto as Exhibit C (the “Assignments and Assumptions for Leases”);
(iv) assignments and assumptions of Intellectual Property Rights substantially in the form attached hereto as Exhibit D (the “Assignments and Assumptions for Intellectual Property Rights”); and
(v) such other instruments of transfer as may be necessary to convey any Asset to Buyer (the “Other Assignments and Assumptions,” and collectively with the other instruments of transfer and assignment described in this Section 3.2(a), the “Transaction Documents”).
Instruments of Transfer and Assignment. At the Closing, Sellers shall execute and deliver, or cause to be delivered, to Buyer the instruments, certificates and other documents effecting transfer of the Shares that are identified in Section 2.1.
Instruments of Transfer and Assignment. On the Closing Date Seller shall deliver, or cause to be delivered, to Buyer, duly executed bills of sale, assignments, endorsements, and other instruments and documents, in form and substance satisfactory to Buyer and its counsel, sufficient to vest in Buyer good and valid title to, any and all of Seller's right, title, and interest in and to, the Assets to the extent required by this Agreement including, without limitation:
1.2.1 instruments of transfer and assignment with respect to the Rights, in the form mutually acceptable to Buyer and Seller; and
1.2.2 a lease for the real property located at 4125-▇ ▇▇▇▇ ▇▇▇▇, ▇▇stin, Texas in form and on terms acceptable to Buyer.
Instruments of Transfer and Assignment. At the Closing (defined in Section 6.1), the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, licenses and such other instruments of transfer and assignment as may be necessary or desirable to vest in the Buyer, subject to Section 1.4 and the Assumed Liabilities (as hereinafter defined), good and valid title to, and all of the Seller’s right, title and interest in and to, the Assets, free and clear of all Liens other than the Permitted Encumbrances, which bills of sale, licenses and other instruments of transfer and assignment are in form and substance satisfactory to the Buyer.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver, or cause to be delivered, to the Buyer, duly executed bills of sale, assignments, endorsements and other instruments and documents, in form reasonably acceptable to Buyer, sufficient to vest in the Buyer good and valid title to, any and all of the Seller's right, title and interest in and to, the Assets free and clear of all liens, charges and encumbrances except for those securing the Assumed Obligations including, without limitation:
4.2.1 a ▇▇▇▇ of sale and assignment of the Assets (including an assignment of leases and contracts included in the Assets);
4.2.2 instruments of transfer and assignment with respect to the Rights;
4.2.3 an assignment of lease for the real property located at ▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇, Austin, Texas. Seller’s conveyance to Buyer shall contain a special warranty of title. At the Closing, Seller shall also deliver to Buyer an accurate certificate, dated the Closing Date, of the Secretary (or other appropriate officer) of the Seller and Secretary (or other appropriate officer) of the Sole Shareholder with respect to the resolutions adopted by the Board of Directors and shareholder of the Seller and Board of Directors of the Sole Shareholder approving this Agreement and the transactions contemplated hereby.
Instruments of Transfer and Assignment. On the Closing Date the Seller shall deliver or cause to be delivered to the Buyer duly executed bills of sale, deeds (which, with respect to the US Real Property in New Hope, shall be a general warranty deed), licenses and such other instruments of transfer and assignment as may be necessary to vest in the Buyer,