Contribution and Conveyance of Assets. Subject to the terms and conditions herein set forth, the Corporation hereby contributes, conveys, assigns and delivers to the Subsidiary, as of the Effective Date, and the Subsidiary hereby accepts, all of the Corporation's right, title and interest in and to any and all of the assets of the Corporation relating to, and used in connection to the Intellectual Property and specifically set forth on Exhibit A and B herein.
Contribution and Conveyance of Assets. 11 Section 2.01 Terms and Conditions of the Contribution of Assets 11 Section 2.02 Allocation of Payments. 13 Section 2.03 Rebates and Refunds 13 Section 2.04 Interest Conveyed 13 Section 2.05 Retained Claims and Release 14 Section 2.06 Taxes 14 ARTICLE III TRANSFER OF LOANS, COLLATERAL DOCUMENTS AND SERVICING. 14 Section 3.01 Delivery of Documents 14 Section 3.02 Forwarding Post-Closing Date Items 15 Section 3.04 Delivery of Loans. 15 Section 3.05 Recordation of Documents 16 Section 3.06 Additional Actions; Transaction Costs. 17 ARTICLE IV COVENANTS, DUTIES AND OBLIGATIONS OF THE COMPANY 17 Section 4.01 Servicing of Loans 17 Section 4.02 Insured or Guaranteed Loans. 17 Section 4.03 Reporting to or for the Applicable Taxing Authorities 17 Section 4.04 Loans in Litigation 18 Section 4.05 Loans in Bankruptcy 20 Section 4.06 Loan Related Insurance 21 Section 4.07 Loans with Escrow Accounts 21 Section 4.08 [Reserved] 21 Section 4.09 Notice to Borrowers 22 Section 4.10 Notice of Claim 22 Section 4.11 Use of the FDIC’s Name and Reservation of Statutory Powers 22 Section 4.12 Prior Servicer Information 22 Section 4.13 Release of Initial Member 22 Section 4.14 Indemnification 23 Section 4.15 Cooperation. 25 Section 4.16 Additional Title Documents 25 Section 4.17 Contracts for Deed 25 Section 4.18 Leases 25 ARTICLE V REPRESENTATIONS AND WARRANTIES 25 Section 5.01 Assets Conveyed “AS IS”; Company Acknowledgements 25 Section 5.02 No Warranties or Representations with Respect to Escrow Accounts 26
