Contributed Investment Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, East shall sell, transfer, assign, convey, contribute and deliver to Rand, free and clear of all Liens (but subject to the terms of the Contributed Loan Documents and restrictions on transfer arising under applicable Law), and Rand shall purchase, accept, assume and acquire from East all of East’s right, title and interest in, to and under the following, wherever located (collectively, the “Contributed Investment Assets”): (i) each Contributed Loan including, to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of East under the Contributed Loan Documents against any Person, whether known or unknown, arising under, out of, or in connection with the Contributed Loan Documents or in any way based on or related to any of the foregoing; (ii) the Contributed Loan Documents relating to each Contributed Loan; (iii) the Contributed Loan Collateral relating to each Contributed Loan; (iv) the Contributed Loan Files relating to each Contributed Loan; and (v) the Contributed Books and Records.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rand Capital Corp), Stock Purchase Agreement
Contributed Investment Assets. On the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, East CALP shall sell, transfer, assign, convey, contribute convey and deliver to RandSSIC, free and clear of all Liens (but subject to the terms of the Contributed Loan Documents and restrictions on transfer arising under applicable Law), and Rand SSIC shall purchase, accept, assume assume, and acquire (the “Loan Purchase”) from East CALP, all of EastCALP’s right, title and interest in, to and under the following, wherever located (collectively, the “Contributed Investment Assets”):
(i) each Contributed Loan Loan, including, to the extent permitted to be assigned under applicable Law, all claims, suits, guaranties, warranties, indemnities, causes of action and any other right of East or in favor of CALP under the Contributed Loan Documents against any Person, whether known or unknown, arising under, out of, under or in connection with the Contributed Loan Documents or in any way based on or related to any of the foregoing;
(ii) all amounts received by CALP after the Closing Cut-off Time, arising under or in connection with the Contributed Loan Documents relating to each Contributed LoanDocuments;
(iii) the Contributed Loan Collateral Documents relating to each Contributed Loan;
(iv) the Contributed Loan Files Collateral relating to each Contributed Loan; and
(v) the Contributed Books and RecordsLoan Files relating to each Contributed Loan.
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