Acquired Assets and Assumed Liabilities. (a) The Selling Entities are the sole owners of and have good title to the Acquired Assets (other than the CRS Accounts) free and clear of all Liens other than Permitted Liens; the Selling Entities are the sole owners of the CRS Accounts free and clear of all Liens other than Permitted Liens and the interests of the Borrowers therein; and none of the CRS Accounts or Gross Receivables will be securitized as of the Closing Date. The Acquired Assets do not include any equity interest in any Person. Assuming the receipt of all Seller Required Approvals, Purchaser Required Approvals and all Third-Party Consents, upon consummation of the transactions contemplated by this Agreement, including the execution and delivery of any necessary instruments of assignment and bills of sale in accordance with the terms hereof:
(i) All the right, title and interest of the Selling Entities in and to the CRS Accounts will be validly vested in Purchaser, free and clear of all Liens other than Permitted Liens and the interests of the Borrowers therein;
(ii) Purchaser will have acquired good and marketable title in and to each Acquired Asset (other than the CRS Accounts) free and clear of all Liens other than Permitted Liens; and
(iii) The deeds, assignments, instruments of sale and other transfer documents to be delivered to Purchaser by Sellers pursuant to Section 3.3 will be in appropriate form and sufficient to convey, transfer and assign to Purchaser, subject to any required consents, all the right, title and interest in the Acquired Assets as contemplated herein.
(b) Other than this Agreement, as of the date hereof, there are no outstanding options, other rights, arrangements, or commitments obligation Sellers or any of their Subsidiaries, at any time or upon the occurrence of certain events, to offer, sell, transfer or otherwise dispose of any of the Acquired Assets, other than in the ordinary course of business consistent with past practice or pursuant to the terms of the Assigned Partner Agreements.
(c) Assuming the receipt of all Third-Party Consents and assuming that Purchaser either has or obtains (either from Sellers or third parties) all services and processes indicated on the CRS Contract List (as defined in the Transition Principles and Procedures), the Acquired Assets, the rights of Purchaser and its Subsidiaries under the Ancillary Agreements, together with such services and processes as Purchaser may have or have rights to as of the date hereof or may obtain fol...
Acquired Assets and Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) the Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Company, all of the Company’s right, title and interest in and to, the Acquired Assets, in each case free and clear of any and all Liens, in exchange for the payment of the Closing Payment to the Company at the Closing pursuant to Section 1.02(a), and (ii) Buyer shall assume, and agree to pay, perform and discharge when due, the Assumed Liabilities.
Acquired Assets and Assumed Liabilities. Without limiting the scope of Acquired Assets and Assumed Liabilities contemplated by Sections 1.03 and 1.04 of the Original Transaction Agreement, (i) all of the Contracts and other Assets of TFG or any other member of Seller Group set forth on Exhibit A hereto that would not constitute Acquired Assets under the Original Transaction Agreement (the “TFG Acquired Assets”) will constitute Acquired Assets for purposes of the Transaction Agreement and (ii) any and all Liabilities of Seller and each of its Subsidiaries to the extent arising out of, relating to or otherwise in respect of the ownership or use of the TFG Acquired Assets, solely to the extent such Liabilities arise out of or relate to the ownership, occupancy or use of the TFG Acquired Assets after the TFG Closing Date (the “TFG Assumed Liabilities”), will constitute Assumed Liabilities for purposes of the Transaction Agreement, including for purposes of Article VII of the Transaction Agreement.
Acquired Assets and Assumed Liabilities. Any asset or liability, all other remittances and all mail and other communications that is an Acquired Asset or an Assumed Obligation (a) pursuant to the terms of this Agreement, (b) as otherwise determined by the parties’ mutual written agreement or (c) absent such agreement, as determined by adjudication by a court or similar tribunal, and which comes into the possession, custody or control of Seller (or its respective successors-in-interest, assigns or Affiliates) shall, within ten (10) business days following receipt by Seller, be transferred, assigned or conveyed by Seller (and its respective successors-in-interest, assigns and Affiliates) to Purchaser at Purchaser’s cost. Until such transfer, assignment and conveyance, Seller (and its respective successors in-interest, assigns and Affiliates) shall not have any right, title or interest in or obligation or responsibility with respect to such asset or liability except that Seller shall hold such asset in trust for the benefit of Seller. Seller (and its respective successors-in-interest, assigns and Affiliates) shall have neither the right to offset amounts payable to Purchaser under this Section 10.2 against, nor the right to contest its obligation to transfer, assign and convey to Purchaser because of, outstanding claims, liabilities or obligations asserted by Seller against Purchaser including, but not limited to, pursuant to the indemnification provisions of Section 11.2.
Acquired Assets and Assumed Liabilities. Subject to the terms and conditions of the Purchase Agreement, Seller agrees to sell and Buyer agrees to buy at Closing, the Business consisting of those portions of the Acquired Assets and Assumed Liabilities which exist in [COUNTRY] and expressly excluding all Excluded Assets and Excluded Liabilities which exit in [COUNTRY]. The allocation of the purchase price for those portions of the Acquired Assets and Assumed Liabilities in [COUNTRY]
Acquired Assets and Assumed Liabilities. On and subject to the terms and conditions of this Agreement, Choice agrees to purchase from Quindeca, and Quindeca agrees to sell, transfer, convey, and deliver to Choice, all of the Acquired Assets at the Closing in consideration for (a) the Purchase Price specified in Section 1.2 and (b) Choice assuming and becoming responsible for all of the Assumed Liabilities at the Closing. Choice will not assume or have any responsibility, however, with respect to any other obligation or liability of Quindeca not included within the definition of Assumed Liabilities, including, without limitation, any liability for sales taxes arising as a result of the transfer of the Acquired Assets by Quindeca to Choice.
Acquired Assets and Assumed Liabilities. (a) Except for the Permitted Liens, at Closing the Sellers shall have good and marketable title to or a valid leasehold interest in or license to the Acquired Assets, free and clear of any Lien or restriction on transfer. The Acquired Assets constitute all of the assets used in the Business that are not specifically identified as Excluded Assets. Except for the Acquired Assets, no other assets will be transferred to the Buyer in connection with this Agreement, the Transaction Documents and the transactions contemplated by this Agreement and the Transaction Documents.
(b) The Assumed Liabilities represent all of the Liabilities assumed by the Buyer in accordance with this Agreement, the Transaction Documents and the transactions contemplated by this Agreement and the Transaction Documents. Except for the Assumed Liabilities, no other Liabilities will be transferred to the Buyer in connection with this Agreement, the Transaction Documents and the transactions contemplated by this Agreement and the Transaction Documents.
Acquired Assets and Assumed Liabilities. Except as set forth on Schedule 4.1(e), Seller is, and as of the Closing Date (and immediately prior to the Closing) will be, the owner of and have good and valid title to, the Acquired Assets free and clear of all Liens (other than the Comenity Non-Legacy Pool Participation), and LuxCo has granted an undivided participation interest in the Gross Receivables of LuxCo to Comenity, which is represented by the Comenity Non-Legacy Pool Participation.
Acquired Assets and Assumed Liabilities. Any asset or liability (including accounts receivable) that is an Purchased Asset or an Assumed Liability and all other remittances and all mail and other communications that comes into the possession, custody or control of Seller (or its respective successors-in-interest, assigns or affiliates) shall, within ten (10) business days following receipt by Seller, be transferred, assigned or conveyed by Seller (and its respective successors-in-interest, assigns and affiliates) to the Phase I Buyer, the Phase II Buyer, Phase III Buyer or RE LLC, as the case may be at such person’s cost. Until such transfer, assignment and conveyance, Seller (and its respective successors in-interest, assigns and affiliates) shall not have any right, title or interest in or obligation or responsibility with respect to such asset or liability except that Seller shall hold such asset in trust for the benefit of the applicable Buyer.
Acquired Assets and Assumed Liabilities. Except as set forth on Schedule 4.1(e), Seller is, and as of the Closing Date (and immediately prior to the Closing) will be, the owner of and have good and valid title to, the Acquired Assets free and clear of all Liens (other than the Participations), and (i) BMLI has granted an undivided participation interest in the Gross Receivables of BMLI to Chestnut, which is represented by the Chestnut Participation and (ii) each of LuxCo and the Seller has granted an undivided participation interest in the Gross Receivables of Seller to Comenity, which is represented by the Comenity Participation.
