Conveyance of Purchased Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's right, title and interest in and to the assets of Seller's Business known as and directly related to the LearnLinc software and operating division business located in Troy, NY (the "LearnLinc Business") (without any associated debts, liens or encumbrances thereupon, except as expressly otherwise provided herein) (the "Purchased Assets"). Without limiting the foregoing, the Purchased Assets specifically include as pertains to the LearnLinc Business:
(a) All tangible personal property, plant, furniture, fixtures, computer hardware, other equipment and other tangible assets related to the LearnLinc Business located in Troy, NY, including specifically those items described in SCHEDULE 1.1
(a) to this Agreement;
(b) All LearnLinc and TestLinc software related to the LearnLinc Business (the "Software") including all source code, object code (both the current versions 6.1, and all prior versions and all translations of the current and prior version into languages other than English) in electronic format, all user documentation, all URL's associated with the LearnLinc Software, websites, all user websites whether for sales of the LearnLinc Software or for technical support of the LearnLinc Software, debug lists, all beta versions of the Software, all project plans related to the Software, all third party and proprietary computer programs used to create, support and test the LearnLinc Software, technical support manuals, customer databases, and all software used on a licenses basis as a part of or related to the LearnLinc Business, including specifically those items described in SCHEDULE 1.1(b), provided however that Seller is conveying to Purchaser only a co-equal, undivided, royalty free, right, title and interest in the source code which is the Application Sharing feature (aka "AppShare"), Audio Video Engine (aka "AV Engine"), and Record and Playback features contained only within TrainNet version 5.0 (the "Shared Code"), and with all other software and code excluded from such co-ownership, and with any with all future versions, enhancements, and improvements made by each party of the Shared Code being exclusively owned by the party responsible for these changes without such co-ownership after the Closing Date.;
(c) All intangible rights related to the LearnLinc Business, including all trade name...
Conveyance of Purchased Assets. The Originator hereby sells, transfers, assigns and conveys to the Borrower, without recourse, all of the right, title and interest of the Originator in and to the Loans listed on the Loan Schedule attached hereto and all Related Property and other related collateral constituting part of the Purchased Assets related to such Loan, including, without limitation, all Collections on or with respect to the Loans, in each case arising on or after the related Transfer Date.
Conveyance of Purchased Assets. 2 1.2 No Excluded Assets...........................................3 1.3
Conveyance of Purchased Assets. On the date first set forth above (the "Closing Date"):
(a) The Seller shall sell, transfer, assign, set over, and otherwise convey to the Purchaser, and the Purchaser shall purchase from the Seller, all of the right, title, and interest of the Seller in and to the Purchased Assets in exchange for payment, in immediately available funds, of the Purchase Price in consideration of such Purchased Assets. In connection therewith, the Seller shall deliver to the Purchaser: (i) the stock certificates representing the Kafus Shares, (ii) a duly executed Transfer of Shares in form and substance satisfactory to the parties, (iii) a duly executed Assignment and Assumption Agreement related to rights applicable to the Kafus Shares under the Registration Rights Agreement described therein in form and substance satisfactory to the parties, and (iv) a duly executed letter from Seller to Kafus providing notice of the transfer to Purchaser in form and substance satisfactory to the parties.
(b) The parties expressly intend that this is an absolute sale of the Purchased Assets and both parties agree to account for the transactions contemplated hereunder in this manner.
(c) Payments for the Purchased Assets shall be made by wire transfer of immediately available federal funds to the following account: SE Thunderbird L.P. 1400 Xxxxx Xxxxxx, Houston, Texas 77002, Citibank, New York, NY, Account number: 3042-4197, ABA number: 021-000-000.
Conveyance of Purchased Assets. (a) In consideration of the Issuer's sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Initial Transferred Assets, described in an Assignment in the form of Exhibit C delivered on the Closing Date. The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
(b) In consideration of the payment of the purchase price from the Pre-Funding Account, on each Funding Date the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the Subsequent Transferred Assets, described in an Assignment in the form of Exhibit C delivered on such Funding Date. The purchase of the Subsequent Transferred Assets on each Funding Date shall be made in accordance with the Purchase Agreement and this Agreement. The transfer, assignment and conveyance made hereunder will not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Conveyance of Purchased Assets. On the date first set forth above (the "Closing Date"):
(a) The Seller shall sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser shall purchase from the Seller, all of the right, title and interest of the Seller in and to the Purchased Assets in exchange for payment, in immediately available funds, of the Purchase Price, as follows.
(1) The Purchaser shall pay to the Seller $14,999,992.50 in consideration of the Purchased Assets that relate to Kafus, and the Seller shall deliver to the Purchaser (i) the stock certificates representing the Kafus Shares, (ii) a duly executed Partial Assignment and Assumption Agreement in form and substance satisfactory to the parties and (iii) a duly executed Transfer of Shares in form and substance satisfactory to the parties.
(2) The Purchaser shall pay to the Seller $25,136,826.59 in consideration of the Purchased Assets that relate to the Quanta Convertible Note, and the Seller shall deliver to the Purchaser (i) the Quanta Convertible Note, indorsed over to the Purchaser by the Seller, but without recourse to the Seller and without transfer warranties to the Purchaser (other than those set forth in Section 3.1 hereof), (ii) a duly executed Partial Assignment and Assumption Agreement in form and substance satisfactory to the parties and (iii) a duly executed Allonge to Convertible Promissory Note in form and substance satisfactory to the parties.
(b) The parties expressly intend that this is an absolute sale of the Purchased Assets and both parties agree to account for the transactions contemplated hereunder in this manner.
(c) Payments for the Purchased Assets shall be made by wire transfer of immediately available federal funds to the following account: ECT- Finance 1400 Xxxxx Xxxxxx, Houston, Texas 77002-7361, CitiBank NY, NY, Account: 4075-9492, ABA#: 021000000, Xxx ID#: 76-0000000.
Conveyance of Purchased Assets. The Depositor hereby sells, transfers, assigns and conveys to the Issuer, without recourse, all of the right, title and interest of the Depositor in and to the Loans listed on the Loan Schedule attached hereto and all Related Property and other related collateral constituting part of the Purchased Assets related to such Loan, including, without limitation, all Collections on or with respect to the Loans, in each case arising on or after the related Transfer Date.
Conveyance of Purchased Assets. The Buyer and Seller shall enter into the Bill of Sale or other instruments of conveyance as shall be reasonably requested by Bxxxx for the transfer by Seller to Buyer of all of Seller’s right, title and interest in and to the Purchased Assets. The bill of sale to be signed by the Buyer and Seller shall be in the form as attached hereto as Exhibit “A” (the “Bill of Sale”).
Conveyance of Purchased Assets. Conveyance of Automobile Loans to Custodian and Creation of Co-Ownership Interests ................................................ 20 2.3 Representations and Warranties of Issuer .............................. 21
Conveyance of Purchased Assets. In consideration of the Issuer's delivery to or upon the order of the Seller on the Closing Date of (i) $223,879,000 (less the amount deposited by the Issuer to Spread Account pursuant to Section 6.1(a)(iii)), and (ii) the Residual Certificate, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations set forth herein) (and on a fully serviced basis as provided herein and in the Purchase Agreement), all right, title and interest of the Seller in and to the following assets (collectively, the "Purchased Assets"):
(a) the Automobile Loans and all collections received thereon after the Cut-off Date;
(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Automobile Loans and any other interest of the Seller in such Financed Vehicles;
(c) any proceeds and the right to receive proceeds with respect to the Automobile Loans from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Automobile Loans;
(d) any proceeds from any Automobile Loan repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;
(e) the Automobile Loan Files;
(f) all proceeds of payments made by the Interest Rate Cap Counterparty pursuant to the Interest Rate Cap (other than any Early Termination Payments);
(g) all proceeds of payments made by the Interest Rate Cap Guarantor pursuant to the Interest Rate Cap Guarantee (except to the extent such proceeds relate to Early Termination Payments);
(h) all of the right, title and interest of the Seller in and to the Purchase Agreement (including, without limitation, all of the Seller's rights against AmeriCredit Canada under the Purchase Agreement in respect of breaches of representations and warranties made by AmeriCredit Canada under the Purchase Agreement); and
(i) the proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Purchased Assets from the Seller to the Issuer and the beneficial interest in and title to the Purchased Assets shall not be part of the Seller's estate in the event of the filing of a bankruptcy or insolvency petition or proceeding by or against the Seller under any bankruptcy or insolvency law.
