Common use of Transfer and Delivery Clause in Contracts

Transfer and Delivery. On the Effective Date: (a) ▇▇▇▇ Park shall transfer and assign to the Company, and the Company shall accept from ▇▇▇▇ Park, free and clear of all Encumbrances, all of ▇▇▇▇ Park’s right, title and interest in and to the ▇▇▇▇ Park Shares; (b) ▇▇▇▇▇▇▇▇▇ shall transfer and assign to the Company, and the Company shall accept from ▇▇▇▇▇▇▇▇▇, free and clear of all Encumbrances, all of ▇▇▇▇▇▇▇▇▇’▇ right, title and interest in and to the ▇▇▇▇▇▇▇▇▇ Shares; (c) ▇▇▇▇ Park shall deliver to Computershare Inc., as transfer agent for the Company (“Computershare”), all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the ▇▇▇▇ Park Shares from ▇▇▇▇ Park to the Company, free and clear of all Encumbrances (the “▇▇▇▇ Park Transfer Documentation”); (d) ▇▇▇▇▇▇▇▇▇ shall deliver to Computershare all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the ▇▇▇▇▇▇▇▇▇ Shares from ▇▇▇▇▇▇▇▇▇ to the Company, free and clear of all Encumbrances (the “▇▇▇▇▇▇▇▇▇ Transfer Documentation”); and (e) Upon (i) ▇▇▇▇ Park’s delivery to Computershare of the ▇▇▇▇ Park Transfer Documentation and (ii) ▇▇▇▇▇▇▇▇▇’▇ delivery to Computershare of the ▇▇▇▇▇▇▇▇▇ Transfer Documentation, the Company shall deliver to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ Park, an aggregate amount of Four Million dollars ($4,000,000) by wire transfer of immediately available funds to the account that has been designated in writing by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Company.