Transfer and Conveyance Sample Clauses

Transfer and Conveyance. At the Effective Time, all of the rights, privileges, and powers of the Corporation and the Company, and all property, real, personal, and mixed, and all debts due to each of the Corporation and the Company, as well as all other things and causes of action belonging to each of the Corporation and the Company shall be vested in the Corporation as the Survivor, and shall thereafter be the property of the Survivor.

Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing (i) a ▇▇▇▇ of sale (in substantially the form of Exhibit A), and (iii) all such assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto.

Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing, (i) a ▇▇▇▇ of sale (the "▇▇▇▇ of Sale"); and (ii) the Assignment and Assumption Agreement; in each case in substantially the forms attached hereto as EXHIBITS "A" and "B," respectively; and (iii) all such assignments, endorsements and instruments of transfer, if any, as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to the Assets and all right, title and interest of Seller thereto. Seller shall execute and deliver to Buyer at the Closing the Assignment and Assumption Agreement. Seller shall prepare appropriate forms of instructions of transfer and conveyance in conformity with this Agreement and shall submit them to Buyer for examination twenty-four (24) hours prior to the Closing Date. Any time and from time to time after the Closing Date, on Buyer's request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this Agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the Assets sold to Buyer.

Transfer and Conveyance. Seller shall execute and deliver to Buyer at the Closing a (i) ▇▇▇▇ of sale (the "▇▇▇▇ of Sale"); (ii) the Assignment and Assumption Agreement; (iii) assignment of Intellectual Property Rights (the "Assignment of Intellectual Property Rights"), in each case in substantially the forms attached hereto as Exhibits A, B and C, respectively; and (iv) all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Buyer title to all of the Assets and all right, title and interest of Seller thereto. Buyer shall execute and deliver to Seller at the Closing the Assignment and Assumption Agreement.

Transfer and Conveyance. Seller shall execute and deliver to Purchaser at the Closing a Bill ▇▇ Sale and Assignment in substantially the form attached hereto as Exhibit A, and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in Purchaser title to all of the Assets and all right, title and interest of Seller thereto and to evidence Purchaser's assumption of the Assumed Liabilities; provided, that the parties have agreed that Seller need not obtain the required consents described in Schedule 4.15 (the "Excluded Consents") as of the Closing Date. Seller and Funk shall use their respective best efforts (which shall not include litigation) to obtain the Excluded Consents following the Closing Date (unless the Purchaser and Seller hereafter agree that such consent is unnecessary or undesirable) until December 31, 1999; provided, however, that neither Seller nor Funk shall have any liability to Purchaser or Parent in connection with not obtaining such Excluded Consents. Following the Closing Date, if Purchaser is unable to (i) operate under any Contract which has been transferred to Purchaser and for which a consent has not been obtained, or (ii) obtain substantially similar products and services as to those which could be obtained under such Contracts, on terms and conditions reasonably equivalent to those under such Contracts, then during the period from the Closing Date through December 31, 1999, Seller shall, to the extent possible, purchase goods under such Contracts on behalf of and for the account of Purchaser; provided, however, that neither Seller nor Funk shall have any liability to Purchaser or Parent due to Seller's inability to purchase such goods under such Contracts. Purchaser acknowledges and agrees that Purchaser shall be solely responsible for the payment of all such purchases and further agrees to pay for such purchases in accordance with their terms. Purchaser and Parent, jointly and severally, agree to indemnify and hold harmless Seller and Funk from, against, for and in respect of any and all damages (of any nature whatsoever), obligations, claims, costs and expenses including, without limitation, reasonable attorneys fees and costs, suffered, sustained, incurred or required to be paid by Seller or Funk by reason of such purchases. Seller shall not be entitled to a commission or other compensation (other than the foregoing indemnifica...

Transfer and Conveyance. Samaritan shall execute and deliver to the Company at or prior to the Closing a ▇▇▇▇ of Sale and Assignment in substantially the form attached hereto as Exhibit A and all such other assignments, endorsements and instruments of transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in the Company title to all of the Assets and all right, title and interest of Samaritan thereto.

Transfer and Conveyance. Subject to all of the terms, conditions, representations, warranties and covenants set forth in this Agreement, ▇▇. ▇▇▇▇▇▇▇ has transferred and conveyed (without reservation and free and clear from all encumbrances) to CSCA the S&J Shares on the Closing Date. Correspondingly, CSCA has transferred and conveyed (without reservation and free and clear from all encumbrances) to ▇▇. ▇▇▇▇▇▇▇ the CSCA Shares.

Transfer and Conveyance. Subject to all of the terms, conditions, representations, warranties and covenants set forth herein, JPII hereby transfers and conveys (without reservation and free and clear from all encumbrances) to FSGI the BPTI Shares and FSGI hereby transfers and conveys (without reservation and free and clear from all encumbrances) to JPII the FSGI Shares.

Transfer and Conveyance. Notwithstanding anything contained herein to the contrary, this Agreement shall not constitute an agreement to assign any Asset or Assumed Contracts if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of Purchaser thereunder or give to any third party any rights with respect thereto. If any such consent is not obtained prior to the Closing Date or if an attempted assignment would be ineffective or would impair Purchaser's rights under any such Asset or Assumed Contract so that it would not receive all such rights and responsibilities, then, except for those required consents set forth on Schedule 3.8, (i) Seller shall use commercially reasonable efforts to provide or cause to be provided to Purchaser, to the extent permitted by law, the benefits of any such Asset or Assumed Contract and (ii) in consideration thereof Purchaser shall pay, perform and discharge on behalf of Seller such of the Seller's liabilities thereunder to the extent that the Purchaser would have been responsible if such consent or approval had been obtained. In addition, Seller shall take such other actions as may reasonably be requested by Purchaser in order to place Purchaser, insofar as reasonably possible, in the same position as if such Asset or Assumed Contracts had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to Purchaser. If and when such consents and approvals are obtained, the transfer of the applicable Asset or Assumed Contract shall be effected in accordance with the terms of this Agreement.