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Assets Conveyed Sample Clauses

Assets Conveyed. At the closing of the transactions contemplated hereby (the "CLOSING") on the Closing Date (as hereinafter defined), and upon the basis of the representations, warranties, covenants and agreements contained herein, the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase, on the terms set forth herein, all of the Seller's right, title and interest in and to the Assets (as hereinafter defined) free and clear of all liens, charges, claims, pledges, security interests, equities and encumbrances of any nature whatsoever (collectively, "LIENS"), except for those Liens created by the Purchaser and except for Permitted Encumbrances. "PERMITTED ENCUMBRANCES" shall mean (a) easements, rights of way, servitudes, restrictions and other matters which, in the aggregate, do not materially and adversely affect the value of the Assets for use in the Business and (b) those Liens described in Section 3.2
Assets Conveyed. Upon the basis of the representations, warranties, covenants and agreements contained herein, the Company hereby sells, transfers, assigns, conveys and delivers to Equity or a wholly-owned subsidiary of Equity all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties and the real property and improvements of the Company used in connection with the operation of the Business (or used in the past in the operation of the Businesses and to which the Company still holds title), other than Excluded Assets, including without limitation, those more particularly described in the Schedules to this Section 2.01, those in the possession of third parties but to which the Company holds title, and those described below:
Assets ConveyedAt the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Xxxxxxxxx Subsidiary, all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens except for the Permitted Liens. The "Assets" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. The assets to be sold and conveyed hereunder shall consist of all the right, title and interest of Seller in and to (i) the Receivables and (ii) all the rights, benefits and obligations arising from or in connection with the Receivables, which rights, benefits and obligations arise from and after the Closing Date (but not including the right to periodic and other payments described below arising prior to the Effective Date), including, without limitation, (1) title to and ownership of the Leased Equipment, including all residual interest in such Leased Equipment from the Closing Date (the "Residual Interests"), (2) rights to payments in respect of capitalized up-front taxes, late charges, excess wear and tear charges, fees, and other Receivable or Receivable-related charges invoiced and due or arising from and after the Effective Date, (3) all Collections or payments invoiced and due on or with respect to the Receivables for periods from and after the Effective Date, (4) all rights of recourse against any cosigner or under any guarantee with respect to the Receivables, (5) all documents contained in the Receivable Files relating to the Receivables, (6) the right to Security Deposits, escrow deposits or other funds, property or collateral held by Seller in connection with the Receivables or the Leased Equipment (if any), (7) all rights of Seller (if any) under any Insurance Policy relating to the Leased Equipment or any Obligor with respect to the Receivables, (8) the software embedded in or associated with or relating to the Leased Equipment that is customarily considered to be part of the Leased Equipment, (9) any commitments to extend Leases made by Seller which are made in the ordinary course of business and consistent with the Lease Policies and past practices (the "Commitments"); and (10) all proceeds in any way derived from any of the foregoing items (the items in clauses (1) through (10) are referred to herein as the "Receivable Assets"). Receivables and Receivable Assets are sometimes referred to herein collectively as the "Assets." To the extent Buyer receives Collections or payments on or after the Closing Date which are attributable to periods before the Effective Date, Buyer agrees to promptly remit same to Seller but in no event later than thirty (30) days after the receipt thereof. To the extent Seller receives Collections or payments after the Closing Date which are attributable to periods from and after the Effective Date, Seller agrees to ...
Assets Conveyed. The assets to be conveyed to Buyer and, as applicable, the Colorado Subsidiary, hereunder (the "Assets") shall consist of: (a) With respect to the Owned Systems, all of the assets and properties of Seller and the Cable Subsidiaries, whether real, personal, tangible or intangible, of whatever description and wherever located, now owned or used by Seller or the Cable Subsidiaries solely in connection with Seller's or the Cable Subsidiaries' ownership or operation of the Owned Systems, except those items excluded pursuant to Paragraph 3 hereof, but including all additions made between the date hereof and the Closing Date, to the end that all of Seller's and the Cable Subsidiaries' assets owned on the Closing Date which are used or owned solely in connection with Seller's or the Cable Subsidiaries' ownership or operation of the Owned Systems shall be sold and transferred to Buyer. Such assets (collectively, the "Cable Assets") shall include, without limitation: (i) all of Seller's and the Cable Subsidiaries' towers, tower equipment, antennas, aboveground and underground cable, distribution systems, headend amplifiers, line amplifiers, earth satellite receive stations and related equipment, microwave equipment, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies, inventory and other physical assets owned or used by Seller or the Cable Subsidiaries solely in connection with Seller's or the Cable Subsidiaries' ownership or operation of the Owned Systems; (ii) the franchises, leases, agreements, permits, consents, licenses and other contracts, pole line or joint pole agreements, underground conduit agreements, agreements for the reception or transmission of signals by microwave, easements, rights-of-way and construction permits, if any, and any other obligations and agreements between Seller or the Cable Subsidiaries and suppliers and customers, which are owned or used by Seller or the Cable Subsidiaries solely in connection with Seller's or the Cable Subsidiaries' ownership and operation of the Owned Systems; (iii) the real property owned and used solely in connection with the Owned Systems; (iv) all accounts receivable of Seller and the Cable Subsidiaries arising in connection with the Owned Systems; (v) all engineering records, files, data, drawings, blueprints, schematics, maps, reports, lists and plans and processes owned or developed by or for Seller or the Cable Subsidiaries and intended for use solely in connection with th...
Assets Conveyed. Upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations and warranties set forth herein, Seller hereby conveys, sells, transfers, assigns and delivers to Purchaser as of the Closing Date (as defined below), and Purchaser hereby purchases from Seller, all right, title and interest of Seller in and to all assets, properties and rights, tangible or intangible, contractual or otherwise, contingent or otherwise, wherever located, solely as listed below:
Assets Conveyed. Except for the Excluded Assets, the Acquired Assets, Inventory and Returns comprise substantially all of the assets, owned, used or held for use in connection with, or that are otherwise related to the conduct of, the Business as presently conducted by the Seller on the date of this Agreement.
Assets Conveyed. In consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, the Seller does hereby sell, assign, transfer, set-over, and otherwise convey to the Buyer, and the Buyer does hereby purchase from the Seller, all of the Seller's right, title and interest in, to and under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts, including, without limitation, all accounts, general intangibles, contract rights and other obligations of any Obligor with respect to the Receivables, now or hereafter existing; (ii) all Collections with respect thereto; (iii) all Proceeds of such Receivables; and (iv) the Related Security (the "Conveyed Property") immediately upon the Seller's acquisition of rights in such Conveyed Property. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Buyer of any obligation of the Seller in connection with the Conveyed Property or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA U.S.A., Inc., MasterCard International Inc. or insurers. Each Account in existence on the Closing Date shall be listed by account number and by the outstanding balance as of the Cut-Off Date in an Account Schedule delivered to the Buyer on the Closing Date.
Assets ConveyedAt the Closing, and upon the basis of the representations, warranties, covenants and agreements contained herein, the Company shall sell, transfer, assign, convey and deliver to Kellxxxxx Xxxsidiary all of the Company's right, title and interest in and to the Assets (as defined below) free and clear of all Liens. The "ASSETS" shall mean all those personal, tangible and intangible properties, and the real property and improvements of the Company, used in connection with the operation of the Business as set forth below other than Excluded Assets including without limitation, those more particularly described in the Schedules to this Section 2.01, including the going concern value of the Business:
Assets Conveyed. “As Is”. THE ASSETS (INCLUDING ANY INTERESTS IN OWNERSHIP ENTITIES AND RECEIVER ACQUIRED PROPERTY) ARE CONVEYED AND ASSIGNED TO THE COMPANY “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, INCLUDING AS TO COLLECTABILITY, ENFORCEABILITY, VALUE OF COLLATERAL, ABILITY OF ANY OBLIGOR TO REPAY, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE, WHETHER EXPRESS OR IMPLIED OR BY OPERATION OF LAW, BY ANY PERSON, INCLUDING THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY PREDECESSORS-IN-INTEREST OR AFFILIATES OF THE INITIAL MEMBER, THE FAILED BANK OR THE FDIC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. THE INITIAL MEMBER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE ASSET, THE COLLATERAL OR THE COLLATERAL DOCUMENTS, OR WITH RESPECT TO THE LEGALITY, VALIDITY, EFFECTIVENESS, ADEQUACY OR ENFORCEABILITY OF ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR TO THE CONDITION, FINANCIAL OR OTHERWISE, OF THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OR FOR THE PERFORMANCE AND OBSERVANCE BY THE PARTIES TO ANY SWAP AGREEMENT OR ANY OTHER PERSON OF ANY OF ITS OBLIGATIONS PURSUANT TO ANY SWAP AGREEMENT OR ANY DOCUMENTS RELATING THERETO OR WITH RESPECT TO ANY OTHER MATTER WHATSOEVER RELATING TO ANY SWAP AGREEMENT.