Assets Sold. “As Is, Where Is,” Disclaimer of Warranties. BUYER ACKNOWLEDGES AND AGREES THAT THE ASSETS ARE BEING SOLD AND TRANSFERRED “AS IS, WHERE IS” AND, ACCORDINGLY, SELLER IS NOT MAKING ANY COVENANTS, REPRESENTATIONS, GUARANTEES OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH ASSETS, EXCEPT THOSE REPRESENTATIONS OR WARRANTIES CONTAINED IN SECTION 4.3 BELOW, INCLUDING, IN PARTICULAR, AND WITHOUT LIMITATION, ANY COVENANTS, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE DESIGN OR THE QUALITY OF THE ASSETS, ANY WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED, OR AS TO THE WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR AS TO THE CONDITION OF THE ASSETS, OR ANY PART THEREOF, OR WHETHER THE BUYER POSSESSES SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY COVENANT, REPRESENTATION, GUARANTEE OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE ASSETS OR THE SUITABILITY OF THE ASSETS FOR OPERATION FOR THE TRANSMISSION OR DISTRIBUTION OF ELECTRICITY AND NO OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION MADE BY SELLER, OR ANY OFFICER, EMPLOYEE, CONSULTANT OR AGENT THEREOF, WILL CAUSE OR CREATE ANY COVENANT, REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF THE ASSETS OR ANY PART THEREOF. THE PROVISIONS HEREOF SHALL SURVIVE THE TRANSFER OF THE ASSETS.
Assets Sold. The following constitute the assets sold pursuant to this Agreement (all of which are collectively referred to herein as the "Assets"):
Assets Sold. On the Closing Date (as hereinafter defined), subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase the following assets (collectively the "Purchased Assets") of the Business:
Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser and the Purchaser shall purchase and receive from the Seller, the following assets, properties and rights (the "Purchased Assets"):
(a) all Loans on the Branches' books at Closing at their respective then outstanding principal amounts, together with accrued interest thereon; provided, however, that in the event Purchaser's due diligence review of such Loans reveals that certain of the Loans are undesirable to Purchaser, Purchaser and Seller agree to negotiate a mutually agreeable adjustment to the purchase price for such undesirable Loans;
(b) all of the Seller's rights and title to the real property and improvements located thereon owned or leased by the Seller with respect to the Branches, with any owned real property and improvements to be purchased at the fully depreciated net book value thereof (set forth on Exhibit 8.03) and any leased real property and improvements being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder;
(c) all cash on hand at the Branches at Closing;
(d) the furniture, fixtures and equipment and any replacements thereof or repairs thereto (together with any manufacturer's warranties or maintenance or service agreements thereon which are in effect and are assignable) located in the Branches (exclusive of those items referred to in Section 2.03 of this Agreement), whether leased or owned as identified on Exhibit 8.04, with owned property being purchased at the fully depreciated net book value thereof (set forth in Exhibit 8.04) and any leased property being transferred to Purchaser by a valid assignment of such lease(s) and an assumption by Purchaser of the obligations thereunder;
(e) all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on collateral transferred to the Purchaser with the Loans;
(f) any unearned credit life insurance or debt cancellation premiums under the control of the Seller with respect to Loans sold to the Purchaser hereunder;
(g) all agreements, contracts, files (written or electronic), ledgers, or other documents relating to any of the foregoing; and
(h) all real property categorized on the books of the Branches as "other real estate" at a mutually agreeable price to be negotiated by Seller and Purchaser following the completion of Sel...
Assets Sold. “As Is, Where Is,”
Assets Sold. The Bank is the sole owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and has good and valid title to the Assets Sold. The Equipment being sold hereunder is in good operating condition, ordinary wear and tear excepted, and has been reasonably maintained and repaired. The Equipment as of August 31, 2010 is of the quantity and type represented on Schedule 6.5(a), which identifies the Equipment by manufacturer type and serial number (if applicable), indicates any Equipment that is leased to third parties (and the identity of said parties) and which Schedule is true, correct and complete. The Inventory as of September 30, 2010 is set forth on Schedule 6.5(b), consists of items of a quality and quantity usable and saleable in the ordinary course of the Merchant Business, and such Schedule is true, correct and complete. Since August 31, 2010, no items of Equipment or Inventory have been sold or disposed of except through sales or transactions in the ordinary course of business, consistent with past practices. The Assets Sold include all rights, properties and other assets necessary to permit Elavon to conduct the Merchant Business in substantially the same manner as the Bank’s Merchant Business has heretofore been conducted, without any need for replacement, refurbishment or extraordinary repair.
Assets Sold. On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall transfer, convey, assign and deliver to the Purchaser (without recourse, except as specifically provided in Section 3 and otherwise herein) the following assets (the Purchased Assets):
Assets Sold. Seller is the owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and have good and valid title to the Assets Sold. Other than with respect to the Residuals, Rights, Seller has no right, title or interest in the Merchants or the Merchant Agreements. Other then as identified on Schedule 5.5, no person, other than NORTHERN or the Merchants, owns or holds any right, title or interest in the Merchant Agreements.
Assets Sold. The Seller agrees to sell and the Buyer agrees to buy the Assets. Said sale shall include all of the personal property, equipment, inventory, trademarks, tradenames, service marks and proprietary information and other assets utilized by Seller, including those assets listed on Exhibit A annexed hereto and including the following:
a. Contract rights of the Seller listed on Schedule 1.01(b) annexed hereto.
b. All licenses and permits relating to the Assets listed on Schedule 1.01(b), provided that to the extent necessary, Buyer shall be required to qualify or otherwise assume such licenses and permits in accordance with their terms. Such sale, conveyance, transfer and delivery shall be free and clear of all liens, obligations and encumbrances.
Assets Sold. The Seller has legal and beneficial ownership of the ----------- Assets Sold free and clear of all Liens except Permitted Liens. Upon consummation of the transactions contemplated by this Agreement and subject to the receipt of the consents and authorizations referred to in Sections 7.10 and 7.12, the Purchaser will acquire good title to or the legally enforceable right to use, as the case may be depending upon the nature of the applicable Asset Sold and subject to the Permitted Liens, all the properties and assets included in the Assets Sold.
