Common use of Transfer of Possession Clause in Contracts

Transfer of Possession. Except as expressly set forth in this Section 4.2, on the Closing Date, Seller Parties shall place Buyer or one of its Affiliates as designated by Buyer in full possession of the Assets and shall execute such assignments, assumptions and other instruments of transfer, in form and substance reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer shall reasonably request in order to effectively transfer the Assets to Buyer as designated by Buyer, including (i) one or more Assignment and Assumption Agreements in substantially the form of Exhibit A attached hereto (the “Assumption Agreement”), (ii) one or more Bills of Sale in substantially the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”), and (iii) one or more IP Assignment Agreements in substantially the form of Exhibit C attached hereto (the “IP Assignment Agreement”). The Assets shall be delivered via electronic transmission to the extent practicable. On the Closing Date, Seller Parties shall make all other Assets available for Buyer or one of its Affiliates as designated by Buyer to take physical possession at the Closing. If and to the extent that, from and after the Closing, Seller Parties or Buyer discovers any Assets that should have been conveyed and delivered to Buyer at the Closing pursuant hereto but were not so conveyed and delivered at the Closing, Seller Parties shall convey and deliver such Assets to Buyer or one of its Affiliates as designated by Buyer as soon as reasonably practicable after the discovery thereof, in each case without additional consideration paid therefor.

Transfer of Possession. Except as expressly set forth in this Section 4.2, on the Closing Date, Seller Parties shall place Buyer or one of its Affiliates as designated by Buyer in full possession 15.1.1 Possession of the Assets Property shall be transferred to Purchaser at the time of Closing subject to the following (the “Permitted Encumbrances”): (a) Non delinquent real property taxes and all assessments and unpaid installments thereof which are not delinquent. (b) The Leases and the rights of tenants thereunder. (c) Any other lien, encumbrance, easement or other exception or matter voluntarily imposed or consented to by Purchaser prior to or as of the Closing. (d) All exceptions (including printed exceptions) to title contained or disclosed in the Title Report (as defined in Section 5.1.1) other than any objections to title identified which Seller commits in writing to remove or have removed and not thereafter waived by Purchaser). Notwithstanding the above, any non-material exception to title first appearing after the Effective Date which does not materially impair access to or value of the Property (a “Non-Material Exception”) shall execute such assignmentsbe considered a Permitted Encumbrance. (e) All matters, assumptions rights and other instruments interests that would be discovered by the survey of transferthe Property to be obtained by Purchaser. 15.1.2 Permitted Encumbrances shall not include, in form and substance reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer Seller shall reasonably request in order to effectively transfer the Assets to Buyer as designated by Buyer, including affirmatively (i) one discharge all liens of deeds of trust and/or mortgages or more Assignment other collateral financing interests and Assumption Agreements in substantially all other monetary liens created by, under or through Seller, or assumed by Seller (with Seller having the form of Exhibit A attached hereto (right to apply the “Assumption Agreement”Purchase Price or a portion thereof for such purpose), whether voluntary or involuntary, (ii) one discharge all mechanics’ or more Bills materialman’s liens for work performed by or at the direction of Sale in substantially the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”)Seller, and (iii) one satisfy or more IP Assignment Agreements in substantially otherwise eliminate to the form satisfaction of Exhibit C attached hereto the Title Company any and all judgment liens against Seller and (iv) cure and/or remove any other exception or encumbrance created by, under or through Seller after the Effective Date and not approved by the Purchaser (each a “IP Assignment AgreementMandatory Removal Item”). The Assets shall be delivered via electronic transmission to the extent practicable. On the Closing Date, Seller Parties shall make all other Assets available for Buyer or one of its Affiliates as designated by Buyer to take physical possession at the Closing. If and to the extent that, from and after the Closing, Seller Parties or Buyer discovers any Assets that should have been conveyed and delivered to Buyer at the Closing pursuant hereto but were not so conveyed and delivered at the Closing, Seller Parties shall convey and deliver such Assets to Buyer or one of its Affiliates as designated by Buyer as soon as reasonably practicable after the discovery thereof, in each case without additional consideration paid therefor.

Transfer of Possession. Except as expressly set forth in this Section 4.2, on the Closing Date, Seller Parties shall place Buyer or one of its Affiliates the Designated Purchaser, as designated by Buyer applicable, in full possession of the Assets and shall execute such assignments, assumptions and other instruments of transfer, in form and substance reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer shall reasonably request in order to effectively transfer the Assets to Buyer as designated by Buyeror the Designated Purchaser, including (i) one or more Assignment and Assumption Agreements in substantially the form of Exhibit A C attached hereto (the “Assumption Agreement”), (ii) one or more Bills of Sale in substantially the form of Exhibit B D attached hereto (the “▇▇▇▇ of Sale”), and (iii) one or more IP Assignment Agreements in substantially the form of Exhibit C E attached hereto (the “IP Assignment Agreement”). The Assets shall be delivered via electronic transmission to the extent practicable. On the Closing Date, Seller Parties shall make all other Assets available for Buyer or one of its Affiliates the Designated Purchaser, as designated by Buyer applicable, to take physical possession at the Closing. If and to the extent that, from and after the Closing, Seller Parties or Buyer discovers any Assets that should have been conveyed and delivered to Buyer or the Designated Purchaser, as applicable, at the Closing pursuant hereto but were not so conveyed and delivered at the Closing, Seller Parties shall convey and deliver such Assets to Buyer or one of its Affiliates the Designated Purchaser, as designated by Buyer applicable, as soon as reasonably practicable after the discovery thereof, in each case without additional consideration paid therefor.

Transfer of Possession. Except as expressly set forth in this Section 4.2, on the Closing Date, Seller Parties shall place Buyer or one of its Affiliates as designated by Buyer in full possession of the Assets and shall execute such assignments, assumptions and other instruments of transfer, in form and substance reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer shall reasonably request in order to effectively transfer the Assets to Buyer or one of its Affiliates as designated by BuyerBuyer free and clear of all Encumbrances other than Permitted Encumbrances, including (i) one or more Assignment and Assumption Agreements in substantially the form of Exhibit A attached hereto (the “Assumption Agreement”), (ii) one or more Bills of Sale in substantially the form of Exhibit B attached hereto (the “▇▇▇▇ of Sale”), and (iii) one or more IP Assignment Agreements in substantially the form of Exhibit C D attached hereto (the “IP Assignment Agreement”). The Assets shall be delivered via electronic transmission to the extent practicable. On the Closing Date, Seller Parties shall make all other Assets available for Buyer or one of its Affiliates as designated by Buyer to take physical possession at the Closing. If and to the extent that, from and after the Closing, Seller Parties or Buyer discovers any Assets that should have been conveyed and delivered to Buyer at the Closing pursuant hereto but were not so conveyed and delivered at the Closing, Seller Parties shall convey and deliver such Assets to Buyer or one of its Affiliates as designated by Buyer as soon as reasonably practicable after the discovery thereof, in each case without additional consideration paid therefor.

Transfer of Possession. Except as expressly set forth in this Section 4.2, on On the Closing Date, Seller Parties shall place Buyer or one of its Affiliates as designated by Buyer in full possession of the Assets and shall execute such assignments, assumptions and other instruments of transfer, in form and substance reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer shall reasonably request in order to effectively transfer the Assets to Buyer as designated by Buyer, including (i) one or more Assignment and Assumption Agreements in substantially the form of Exhibit A D attached hereto (the “Assumption Agreement”), (ii) one or more Bills of Sale in substantially the form of Exhibit B E attached hereto (the “▇▇▇▇ of Sale”), and (iii) one or more IP Assignment Agreements in substantially the form of Exhibit C F attached hereto (the “IP Assignment Agreement”). The Assets shall be delivered via electronic transmission to the extent practicable. On the Closing Date, Seller Parties shall make all other Assets available for Buyer or one of its Affiliates as designated by Buyer to take physical possession at the Closing. If and to the extent that, from and after the Closing, Seller Parties or Buyer discovers any Assets that should have been conveyed and delivered to Buyer at the Closing pursuant hereto but were not so conveyed and delivered at the Closing, Seller Parties shall convey and deliver such Assets to Buyer or one of its Affiliates as designated by Buyer as soon as reasonably practicable after the discovery thereof, in each case at Seller’s expense and without additional consideration paid therefor.