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).
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Walter Investment Management Corp), Asset Purchase Agreement (Ocwen Financial Corp)