Absolute Sale. Seller agrees that the sale, conveyance, transfer and delivery of the Purchased Assets to Buyer shall be free and clear of all title defects, liabilities, obligations, liens, encumbrances, charges and claims of any kind, except for the title exceptions listed in Schedule 3.08 hereto.
Absolute Sale. The Seller intends that the transfer of Contracts and the Collateral Security constitute a complete and absolute sale, removing the Contracts and the Collateral Security from the Seller's estate, for purposes of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended.
Absolute Sale. Subject to the Approval Order, and except for the Assumed Liabilities, Seller's sale, transfer, conveyance, assignment and delivery of the Acquired Assets to Buyer shall be free and clear of all Interests, including Security Interests (as defined in Section 2.5), of any kind or character, and at the Closing, Buyer will become the true and lawful owner of, and will receive good title to, the Acquired Assets, free and clear of all Interests, including Security Interests, of any kind or character. {27506716;8} ActiveUS 118074924v.10
Absolute Sale. Subject to the Approval Order, Sellers’ sale, transfer, conveyance, assignment and delivery of the Acquired Assets to Buyer shall be free and clear of all liens, claims, encumbrances and other interests, including Security Interests, of any kind or character, except for the Assumed Liabilities, and at the Closing, Buyer will become the true and lawful owner of, and will receive good title to, or (in the case of Acquired Assets that are licensed to Buyer) valid rights to use, the Acquired Assets, free and clear of all liens, claims, encumbrances and other interests, including Security Interests, of any kind or character other than as created by Buyer.
Absolute Sale. The Seller intends that the transfer of Loans and the Collateral Security constitute a complete and absolute sale, removing the Loans and the Collateral Security from the Seller's estate, for purposes of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended.
Absolute Sale. Seller agrees that the sale, conveyance, transfer and delivery of the Purchased Assets to Buyer and Spectel Ireland shall be free and clear of all title defects, liabilities, obligations, liens, encumbrances, charges and claims of any kind, except any liabilities and obligations expressly assumed by Buyer pursuant to Section 1.03 hereof.
Absolute Sale. Seller agrees that the sale, conveyance, transfer and delivery of the Purchased Assets to Buyer and MTS shall be free and clear of all title defects, liabilities, obligations, liens, encumbrances, charges and claims of any kind, except any liabilities and obligations expressly assumed by Buyer pursuant to Section 1.03 hereof and the title exceptions listed in SCHEDULE 3.08 hereto.
Absolute Sale. On each Purchase Date, after giving effect to each Purchase, the Purchaser shall own the Purchased Receivables which have been identified according to the procedure described in subsection (c) above. The Purchase of any Receivable shall include all Related Security with respect to such Receivable. It is the intention of the parties hereto that each Purchase of Receivables to be made hereunder shall constitute a sale of such Receivables by the relevant Seller to the Purchaser for all purposes, such sale vesting in the Purchaser all right, title to and interest in the Receivables so purchased and the Related Security with respect thereto. Each Seller agrees to note in its financial statements and master data processing records that the Purchased Receivables have been sold to the Purchaser.
Absolute Sale. 7 ARTICLE II RELATED AGREEMENTS..........................................................7
Absolute Sale. Subject to the Sale Order (as defined below) and to the extent provided in the Sale Order, the Sellers' sale, conveyance, transfer and delivery of the Purchased Assets to Buyer shall be free and clear of all title defects, liabilities, obligations, liens, mortgages, security interests, encumbrances, claims or similar adverse interests of any kind or character to the extent provided in the Sale Order.
