Common use of Transfer Documents Clause in Contracts

Transfer Documents. Seller shall have delivered to Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including without limitation: (i) a ▇▇▇▇ of sale, assignment and general conveyance, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, with respect to the Assets (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 6.2); (ii) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Buyer all of Seller's right, title and interest therein and thereto; (iii) a bargain and sale deed with covenants against grantor's acts, dated as of the Closing Date, with respect to each parcel of Owned Real Property; (iv) an assignment of lease, dated as of the Closing Date, with respect to each Lease; (v) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as of the Closing Date; and (vi) an assignment of lease, assignment of sale agreement, and consent by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in the property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Seller Transferor shall have delivered to Buyer the Company at the Closing all documents, certificates and agreements necessary to transfer to Buyer the Company good and marketable title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including without limitationincluding: (ia) a ▇▇▇▇ of sale, assignment and general conveyance, in form and substance reasonably satisfactory to Buyerthe Company, dated the Closing Date, with respect to the Assets Assets, (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 6.25.2.4); (iib) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Buyer the Company all of SellerTransferor's right, title and interest therein and thereto, with any required Consent endorsed thereon; (iiic) a bargain and sale deed with covenants against grantor's actsgeneral warranty deed, dated as of the Closing Date, with respect to each parcel of Owned Real PropertyProperty in form and substance mutually agreed upon by the parties, together with any necessary transfer declarations, or other filings; (ivd) an assignment of lease, dated as of the Closing Date, with respect to each Lease and each Other Lease, in form and substance mutually agreed upon by the parties, together with any necessary transfer declarations or other filings; (ve) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer the Company hereunder, duly endorsed for transfer to Buyer the Company as of the Closing Date; and (vif) an assignment of lease, assignment of sale agreement, and consent stock certificates representing the Assets described in Section 1.1(p) together with stock powers executed by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest Transferor in the property leased from the Suffolk County Industrial Development Agencyblank.

Transfer Documents. ICF shall, and shall have caused each Seller shall to, have delivered to Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including including, without limitation: (ia) a ▇▇▇▇ bills of sale, assignment assignments and general conveyanceconveyances, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, with respect to the Assets (other than any Asset to be transferred pursuant to any of Assets owned by the instruments referred to in any other clause of this Section 6.2)Transferred Subsidiaries; (iib) certificates representing the outstanding shares of capital stock of the Transferred Subsidiaries accompanied by duly executed stock powers; (c) assignments of all Assumed Contracts, Transferred Intellectual Property and any other agreements and instruments constituting AssetsAssets (other than such Assets owned by the Transferred Subsidiaries), dated the Closing Date, assigning to Buyer all of each Seller's right, title and interest therein and thereto; (iii) a bargain and sale deed with covenants against grantor's acts, dated as of the Closing Date, with respect to each parcel of Owned Real Property; (iv) an assignment of lease, dated as of the Closing Date, with respect to each Lease; (vd) certificates of title to all owned motor vehicles vehicles, if any, included in the Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as of the Closing Date; and (vie) an assignment termination statements under the Uniform Commercial Code with respect to the Assets and releases of lease, assignment the Transferred Unbilled Receivables and receivables arising under the Service Contracts following the Closing Date from previously granted assignments under the Assignment of sale agreement, and consent by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in the property leased from the Suffolk County Industrial Development AgencyClaims Act.

Transfer Documents. Seller shall have delivered to Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer title to the Assets, free and clear of any and all Liens thereon, other than Permitted Liens, including without limitation: (i) a ▇▇▇▇ bill of sale, assignment and general conveyance, in form and substance substa▇▇▇ reasonably satisfactory to Buyer, dated the Closing Date, with respect to the Assets (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 6.2); (ii) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Buyer all of Seller's right, title and interest therein and thereto; (iii) a bargain and sale deed with covenants against grantor's acts, dated as of the Closing Date, with respect to each parcel of Owned Real Property; (iv) an assignment of lease, dated as of the Closing Date, with respect to each Lease; (v) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as of the Closing Date; and (vi) an assignment of lease, assignment of sale agreement, and consent by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in the property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Seller The Sellers shall have delivered to Buyer the Buyers at the Closing all documents, certificates and agreements necessary to transfer to Buyer the Buyers good and marketable title to the Assets, free and clear of any and all Liens thereon, other than Permitted LiensLiens and Liens securing only Assumed Liabilities, including without limitation: (ia) a ▇▇▇▇ bills of sale, assignment and general conveyance, in form and substance reasonably satisfactory to Buyerthe Buyers, dated the Closing Date, with respect to the Assets Assets, (other than any Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 6.25.2.7); (iib) assignments of all Contracts, Intellectual Property and any other agreements and instruments constituting Assets, dated the Closing Date, assigning to Buyer the Buyers all of Sellerthe Sellers's right, title and interest therein and thereto, together with any required Consent; (iiic) a bargain general warranty deed and sale deed with covenants against grantor's actsForm A transfer documents, as applicable, dated as of the Closing Date, with respect to each parcel of Owned Real PropertyProperty in the form attached as Exhibit C-1 or C-2, as applicable, together with any necessary transfer declarations or other filings; (ivd) an assignment of lease, dated as of the Closing Date, with respect to each Lease;Lease in the form attached as Exhibit D-1 or D-2, as applicable, and with respect to each Other Lease in a form reasonably satisfactory to the Buyers, together with any necessary transfer declarations or other filings; and (ve) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer the Buyers hereunder, duly endorsed for transfer to Buyer the Buyers as of the Closing Date; and (vi) an assignment of lease, assignment of sale agreement, and consent by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in the property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Harr▇▇ ▇▇▇ll, and shall have caused each Seller shall to, have delivered to Buyer at the Closing all documents, certificates and agreements necessary to transfer to Buyer title to the AssetsTransferred Assets and, in the case of the Real Estate, good and marketable fee simple title to the Owned Real Estate (or the practical equivalent with respect to the Malaysia Facility) and good and valid leasehold title with respect to the Leased Real Estate (other than the Retained Leased Real Estate) free and clear of any and all Liens thereon, other than Permitted Liens, including including, without limitation: (ia) a ▇▇▇▇ bills of sale, assignment limited warranty deeds, assignments and general conveyanceconveyances, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, with respect to the Transferred Assets (other than any Asset to be transferred pursuant to any of Transferred Assets owned by the instruments referred to in any other clause of this Section 6.2)Transferred Subsidiaries; (iib) certificates representing all of the outstanding equity of the Transferred Subsidiaries accompanied by duly executed stock powers; (c) assignments of all Contracts, Intellectual Property Assumed Contract Obligations and any other agreements and instruments constituting AssetsTransferred Assets (other than such Transferred Assets owned by the Transferred Subsidiaries), dated the Closing Date, assigning to Buyer all of each Seller's right, title and interest therein and thereto;; and (iii) a bargain and sale deed with covenants against grantor's acts, dated as of the Closing Date, with respect to each parcel of Owned Real Property; (iv) an assignment of lease, dated as of the Closing Date, with respect to each Lease; (vd) certificates of title to all owned motor vehicles vehicles, if any, included in the Transferred Assets to be transferred to Buyer hereunder, duly endorsed for transfer to Buyer as of the Closing Date; and (vi) an assignment of lease, assignment of sale agreement, and consent by the Suffolk County Industrial Development Agency and other necessary parties to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest in the property leased from the Suffolk County Industrial Development Agency.

Transfer Documents. Seller WAD shall have executed and delivered to Buyer Products at the Closing all documents, certificates and agreements as may be reasonably requested by Products and are necessary to transfer to Buyer Products good and marketable title to the Transferred Assets, free and clear of any and all Liens thereon, other than thereon (except for Permitted Liens), including without limitation: (ia) a ▇▇▇▇ bill of sale, assignment and general ▇▇▇▇ral conveyance, in form and substance reasonably satisfactory to BuyerProducts, dated the Closing Date, with respect to the Transferred Assets (other than any Transferred Asset to be transferred pursuant to any of the instruments referred to in any other clause of this Section 6.27.8); (iib) assignments assignments, in form and substance reasonably satisfactory to Products, of all Purchased Contracts, Intellectual Property and any other agreements and instruments constituting Transferred Assets, dated the Closing Date, assigning to Buyer Products all of SellerWAD's right, title and interest therein and thereto; (iiic) a bargain and sale deed with covenants against grantor's actscustomary terms, dated as of the Closing Date, with respect to each parcel of Owned Real PropertyProperty included in the Transferred Assets in form and substance mutually satisfactory, together with any necessary transfer declarations or other filings; (ivd) an assignment of lease, dated as of the Closing Date, with respect to each LeaseLeased Property together with any necessary transfer declarations or other filing; (ve) certificates of title to all motor vehicles included in the Assets to be transferred to Buyer hereunderTransferred Assets, duly endorsed for transfer to Buyer Products as of the Closing Date; and (vif) an assignment of leaseseparate trademark assignments, assignment of sale agreementeach dated the Closing Date, and consent by the Suffolk County Industrial Development Agency and other necessary parties with respect to assignment of lease and sale agreement, and any other documents, consents or approvals necessary to convey all of Seller's interest United States trademark registrations included in the property leased from the Suffolk County Industrial Development AgencyTransferred Assets.