Assignment of Contracts, Leases and Other Assets. On the terms and subject to the conditions set forth in this Agreement and any applicable Ancillary Agreement, each Seller will assign and transfer to Purchaser, effective as of the Closing Date, all of Sellers’ right, title and interest in, to and under, and Purchaser will assume, the following Contracts, as approved for sale, transfer and assignment pursuant to the Sale Approval Order (all of the following collectively are referred to herein as the “Assumed Contracts” and included in the term “Purchased Assets” as used herein):
(a) the Real Property Leases;
(b) except as provided in Section 2.15, the Servicing Agreements;
(c) the Intellectual Property Licenses;
(d) the Software Contracts;
(e) other Contracts to which any Seller is a party and that are Related to the Business, as set forth on Schedule O, but excluding (i) any Plan to the extent not assumed by Purchaser pursuant to Section 6.7 and (ii) the Consent Order and the DOJ/AG Settlement Agreement; and
(f) Contracts that are solely Related to the Business entered into or made by any Seller in the Ordinary Course of Business after the date of this Agreement and before the Closing Date in accordance with the terms of this Agreement (provided that Sellers shall have furnished Purchaser a true, correct and complete copy of each such Contract promptly following the execution and delivery thereof).
Assignment of Contracts, Leases and Other Assets. At the Closing, ------------------------------------------------ Seller shall assign and transfer to Purchaser, effective as of the Closing Date, all of Seller's right, title and interest in and to, and Purchaser will take assignment of the following (and all of the following shall be deemed included in the term "Acquired Assets"):
(a) All open purchase orders, contracts, leases and agreements for the purchase or lease of goods or materials by Seller and set forth on Schedule -------- 1.2
(a) attached hereto (the "Purchase Orders"); -------
(b) All open leases, contracts and agreements for the lease, service or sale of units of the Fleet and other goods and services with customers and any deposits under such leases, contracts and agreements (the "Customer Contracts");
(c) All Contracts with suppliers related to the Fleet and other Contracts listed on Schedule 1.2(c) (the "Other Contracts") and all such --------------- other Contracts as shall be entered into between the date hereof and the Closing Date which fall into the categories set forth in clauses (a) or (b) above or in this clause (c) and have been entered into in the ordinary course of business or such other Contracts which shall be expressly designated in writing by Purchaser prior to the Closing; and
(d) All permits, licenses, consents, approvals, certificates, variances or other authorizations required in connection with the operation of the Business under any Applicable Law (the "Permits").
Assignment of Contracts, Leases and Other Assets. Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Purchaser, effective as of the Closing Date, all of Seller’s right, title and interest in and to, and Purchaser will take assignment of, the following Contracts, other than any such Contracts which are Excluded Contracts (and all of the following shall be deemed included in the term “Acquired Assets” as used herein):
(a) Real Property Leases. All leases of real property set forth on Schedule 2.2(a) (the “Real Property Leases”);
Assignment of Contracts, Leases and Other Assets. At the Closing, Seller hereby agrees to assign and transfer to Purchaser all of Seller’s right, title and interest in and to, and Purchaser hereby agrees to take assignment of, the following (and all of the following shall be deemed included in the term “Acquired Assets” as used herein).
(a) All trade payables and accrued expenses;
(b) All customer orders;
(c) The Premises Lease and all other Contracts (other than the Excluded Contracts), including those items set forth on Schedule 2.3(c); and
(d) To the extent assignable, all Permits necessary to operate the Business and the Premises.
Assignment of Contracts, Leases and Other Assets. Subject to the terms and conditions set forth in this Agreement, Seller will assign and transfer to Buyer, effective as of the Closing, all of Seller's right, title and interest in and to, and Buyer will take assignment of and assume, the following rights, interests and obligations that are used or arise in connection with or relate to the operation of the Business (and all of the following shall be deemed included in the term "Assets" as used herein):
Assignment of Contracts, Leases and Other Assets. On the terms and subject to the conditions set forth in this Agreement, each Seller will assign and transfer to Purchaser, effective as of the Closing Date, all of such Seller’s right, title and interest in, to and under, and Purchaser will take assignment of, the following (and all of the following shall be deemed included in the term “Transferred Assets” as used herein):
(a) the Real Property Lease;
(b) the DB Secured Credit Facility and the GMAC Secured Credit Facility;
(c) all Other Transferred Contracts, including the Contracts set forth on Schedule 2.2(c);
(d) all Permits;
(e) the Commitments; and
(f) to the extent legally transferable, all non-disclosure, non-competition confidentiality and similar obligations owed to any Seller to the extent related to the Business. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an assignment or transfer of any Contract or other Transferred Asset, or any claim or right or any benefit or obligation thereunder or resulting therefrom, if an assignment or transfer thereof, without the consent of a third party thereto or a Governmental Authority, would constitute a breach or violation thereof or impose any obligation or liability on a Seller, and if such a consent is not obtained at or prior to the Closing, which Contract or other Transferred Asset, claim, right or benefit shall be governed by Section 5.2.
Assignment of Contracts, Leases and Other Assets. At the Closing, ------------------------------------------------ Seller shall assign and transfer to Purchaser, effective as of the Closing Date, all of Seller's right, title and interest in and to, and Purchaser will take assignment of the following (and all of the following shall be deemed included in the term "Acquired Assets" as used herein):
Assignment of Contracts, Leases and Other Assets. Subject to the terms and conditions of this Agreement, Seller will assign and transfer to Sub, and Sub will take assignment of, effective as of the Closing Date, all of Seller's right, title and interest in and to the following Contracts related to the PAIX Business (collectively referred to herein as the "ASSUMED CONTRACTS" all of which shall be deemed included in the term "PURCHASED ASSETS"):
Assignment of Contracts, Leases and Other Assets. Subject to the terms and conditions set forth in this Agreement (including Section 1.4) and in Section 7.01 of the Plan of Reorganization, Seller, at the Closing, will assign and transfer to Purchaser, effective as of the Closing Date, all of Seller's right, title and interest in and to, and Purchaser will take assignment of, the following, and all of the following shall be deemed included in the term "Acquired Assets" as used herein:
Assignment of Contracts, Leases and Other Assets. On the terms and subject to the conditions set forth in this Agreement, each Seller will assign and transfer to the Purchaser (or its designee), effective as of the Closing Date, all of Sellers’ right, title and interest in, to and under, and Purchaser (or its Affiliate) will take assignment of, the following (and all of the following shall be deemed included in the term “Transferred Assets” as used herein):
(a) all leases, agreements to lease, options to lease and licenses of real property, including ground leases, set forth on Schedule 2.2(a) (“Real Property Leases”);
(b) all Financing Agreements;
(c) the Contracts (other than the Financing Agreements) to which any Seller is a party that relate primarily to the conduct of the Business, including the Contracts set forth on Schedule 2.2(c) (“Other Transferred Contracts”);
(d) to the extent permitted by Law, all licenses and permits held by Sellers related to the Business or any of the Transferred Assets (the “Permits”), including those set forth on Schedule 2.2(d);
(e) the Commitments set forth on Schedule 2.2(e); and
(f) all non-disclosure, non-competition confidentiality and similar obligations owed to any Seller to the extent related to the Business. Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an assignment or transfer of any Contract or other Transferred Asset, or any claim or right or any benefit or obligation thereunder or resulting therefrom, if an assignment or transfer thereof, without the consent of a third party thereto or a Governmental Authority, would constitute a breach or violation thereof or impose any obligation or liability on a Seller, and if such a consent is not obtained at or prior to the Closing, which Contract or other Transferred Asset, claim, right or benefit shall be governed by Section 5.2.
