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. 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):
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. 2.3
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 2.4(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 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. As additional consideration for the Acquired Assets, subject to the terms and conditions set forth in 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 rights and interests that are used exclusively in connection with or relate to the business and operation of the Business (and all of the following shall be deemed included in the term "ACQUIRED ASSETS" as used herein):
(a) All of the leases of real property (the "REAL PROPERTY LEASES");
(b) All of the leases of equipment, machinery, installations, vehicles and other personal property, except capitalized leases (it being understood that the equipment and other personal property subject to such leases are Acquired Assets for purposes of this Agreement) (the "EQUIPMENT AND OTHER PERSONAL PROPERTY LEASES");
(c) All of the purchase orders, contracts and agreements for the purchase of goods, materials and services, including all rights arising under warranties and all rights to rebates, sales incentives and other payments under oral or written agreements with suppliers and others (the "SELLER PURCHASE ORDERS");
(d) All of the purchase orders, Contracts and agreements for the sale of goods and services (the "CUSTOMER PURCHASE ORDERS");
(e) All of the other Contracts, policies (to the extent relating solely to the Division or Business), indentures, instruments, guaranties, other similar arrangements and rights thereunder relating to the Business (the "OTHER CONTRACTS"); and
(f) All Permits.
Assignment of Contracts, Leases and Other Assets. (a) Subject to the terms and conditions of this Agreement, as of the Closing, the Seller shall assign and transfer to the Buyer all of the Seller's right, title and interest in and to, and the Buyer shall assume all the rights of the Seller, and, except as provided hereunder, all of the obligations of the Seller for performance from and after the Closing, under the following contracts (the "Assigned Contracts"):
Assignment of Contracts, Leases and Other Assets. (a) Subject to the terms and conditions of this Agreement and to the extent the following are assignable, Seller will, as specifically agreed and accepted by Purchaser, assign and transfer to Purchaser, effective as of the Closing Date upon execution of the Bill of Sale (to the extent such Contract or agreement is assignable without the consent of any third party) or as otherwise provided in Section 2.2, all of Seller's right, title and interest in and to, and Purchaser will take assignment of the following, specifically listed and agreed to as set forth in the appropriate schedules:
(i) Real Property Leases. Specific leases of real property related to the operation of the Division as agreed to, listed, and specifically set forth on Schedule 2.2(a)(i)(1) (the "Real Property Leases");
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.
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"):
