Instruments of Transfer; Further Assurances Clause Samples
The "Instruments of Transfer; Further Assurances" clause requires the parties to execute and deliver any documents or take additional actions necessary to complete the transfer of rights, assets, or interests as contemplated by the agreement. In practice, this means that if certain legal forms, endorsements, or filings are needed after the main agreement is signed, the parties must cooperate to provide them. This clause ensures that the transaction is fully effective and legally enforceable, addressing any gaps or procedural requirements that may arise after the initial signing.
Instruments of Transfer; Further Assurances. In order to consummate the transaction contemplated hereby, the following documents and instruments shall be delivered:
Instruments of Transfer; Further Assurances. Concurrently with the execution and delivery of this Agreement and the Closing hereunder, Seller and Purchaser shall execute and deliver to each other a completed Deed of General Conveyance, Transfer and Assignment, in the form attached as Exhibit C hereto ("General Conveyance, Transfer and Assignment").
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of the Assets, in form and substance satisfactory to Buyer; (ii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller such instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) An assignment of each Asset, in form and substance satisfactory to Buyer;
(ii) An agreement not-to-compete, substantially in the form of Exhibit B attached hereto; and
(iii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the Assets.
(b) At the Closing, Buyer shall deliver to Seller:
(i) A Note, substantially in the form of Exhibit attached hereto; and
(ii) Such other instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, at the Closing, Seller shall execute and deliver to Purchaser a conveyance document in a form acceptable to Purchaser conveying the Seller Interest to Purchaser. At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as are reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Seller Interest and to comply with the purposes and intent of this Agreement.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, the following shall be delivered at the Closing:
(a) Seller shall deliver to Purchaser the Assets listed on Exhibit "A", and the Assignment in the form attached hereto as Exhibit "C",
(b) Purchaser shall deliver to Seller the Promissory Note for One Hundred Forty Five Thousand Dollars ($145,000), certificates representing 29,000 shares of restricted common stock, and a Registration Rights Agreement in the form attached hereto as Exhibit "D".
(c) At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Purchaser good and indefeasible title to the Assets and to comply with the purposes and intent of this Agreement.
Instruments of Transfer; Further Assurances. At the Closing, Seller and Petro shall execute and deliver to each other (i) a Special Warranty Deed with regard to the Real Property, (ii) a ▇▇▇▇ of Sale with regard to the Personal Property and Inventory, (iii) a completed General Conveyance, Transfer and Assignment covering all of the Scheduled Contracts, and (iv) an Assumption Agreement (collectively the “Conveyance Documents”). At the time of the Closing, Petro and Seller shall execute all other agreements, instruments, documents, certificates of title and certificates required by this Agreement to be executed and delivered by or on behalf of Seller, or Petro at or before the Closing pursuant to this Agreement (all such other agreements, instruments, documents, certificates of title and certificates being referred to herein as the “Operative Documents”) and such other instruments of transfer as shall be reasonably necessary or appropriate to vest in Petro good and indefeasible title to all of the Assets and the Business being purchased hereunder, and to comply with the purposes and intent of this Agreement and such other instruments as shall be reasonably necessary or appropriate to evidence the assignment or termination as applicable by Seller and assumption by Petro of the Scheduled Contracts.
Instruments of Transfer; Further Assurances. In order to consummate the transactions contemplated hereby, at the Closing Seller shall execute and deliver to Purchaser (a) a general bill ▇▇ sale and assignment relating to the Assets other than the Assumed Leases, the Assumed Contracts and the Purchased Aircraft in the form attached hereto as Exhibit A (the "Bill ▇▇ Sale"), (b) an aircraft bill ▇▇ sale covering the Purchased Aircraft in the form attached hereto as Exhibit B and an AC Form 8050-2 bill ▇▇ sale (together, the "Aircraft Bill ▇▇ Sale"), (c) an assignment and assumption agreement relating to the Assumed Leases and the Assumed Contracts in the form attached hereto as Exhibit C (the "Assignment and Assumption Agreement") and (d) documents of title with respect to the Vehicles; and Purchaser shall execute and deliver to Seller the Assignment and Assumption Agreement. At the Closing, and at all times thereafter as may be necessary, Seller shall execute and deliver to Purchaser such other instruments of transfer as shall be reasonably necessary to vest in Purchaser title to the Assets and to comply with the purposes and intent of this Agreement, and Purchaser and Seller shall execute and deliver such other instruments as shall be reasonably necessary or appropriate to evidence the assignment by Seller and the assumption by Purchaser of the Assumed Leases, the Assumed Contracts and any other liabilities to the extent provided in Section 1.03.
Instruments of Transfer; Further Assurances. (a) At the Closing, Seller shall deliver to Buyer:
(i) A one hundred (100%) percent ownership interest in the SNAP Software, in form and substance satisfactory to Buyer;
(ii) Such other instrument or instruments of transfer as shall be necessary or appropriate, as Buyer shall reasonably request, to vest in Buyer good and marketable title to the SNAP Software including but not limited to Documentation, Object Code and Source Code.
(b) At the Closing, Buyer shall deliver to Seller such instrument or instruments as shall be necessary or appropriate, as Seller shall reasonably request.
(c) At the Closing, ▇▇▇▇ Gain the owner/developer of the SNAP Software agrees to join the Board of Directors of Monster Offers.
(d) At the Closing, ▇▇▇▇ Gain the owner/developer of the SNAP Software agrees to become the Chairman and CEO of Monster Offers.
(e) At the Closing, Monster Offers agrees to provide ongoing support of Dr. Healthshare, an existing licensee of the SNAP software, at current service levels. Any future change to the level of support for Dr. Healthshare must be agreed to in writing by both Dr. Healthshare and Monster Offers.
Instruments of Transfer; Further Assurances. In order to consummate the transaction contemplated hereby, the following documents and instruments shall be delivered:
(a) Documents from Selling Shareholder. Selling Shareholders shall deliver to Purchaser at the Closing one or more stock certificates representing in the aggregate the number of shares of Park Common Stock owned by them plus a duly executed stock power or other instrument of transfer for each such stock certificate.