Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners).
Conveyance of the Purchased Assets. (i) On each Transfer Date, in consideration of the payment of the Sales Price therefor and subject to the satisfaction of the conditions to each Transfer set forth in Section 2.07 hereof, the Originator hereby sells to the Buyer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Originator in and to the Purchased Assets identified in the applicable S&SA Assignment and the related Note Receivable Schedule, and all proceeds of the foregoing.
Conveyance of the Purchased Assets. BORROWINGS UNDER LOAN AGREEMENT
Conveyance of the Purchased Assets. On the Closing Date, TMS shall convey good and marketable title to the Purchased Assets to the Buyer free and clear of any Encumbrances, other than the Assumed Liabilities.
Conveyance of the Purchased Assets. (i) On each Transfer Date during the Revolving Period, in consideration of the payment of the Sales Price therefor and subject to the satisfaction of the conditions to each Transfer set forth in Section 2.08 hereof, the Depositor hereby sells and assigns to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Depositor in and to the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule, together with all of the Depositor’s right, title and interest in and to (but none of its obligations under) the Loan Sale Agreement and all proceeds of the foregoing.
Conveyance of the Purchased Assets. On each Transfer Date, upon the mutual agreement of the Originator and the Borrower and in consideration of the payment of the Sales Price therefor the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Originator in and to the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule, and all proceeds of the foregoing. Substantially contemporaneously with such sale and assignment, (i) the Borrower shall pay or cause to be paid to the Originator (or to such other Person as may be specified by the Originator) the Sales Price in respect of such Purchased Assets with immediately available funds and/or (ii) if the Borrower does not have sufficient funds to pay the full amount of the Sale Price, the Originator shall make a capital contribution to the Borrower equal to the difference between the Sale Price and the amount paid, if any, pursuant to clause (i).
Conveyance of the Purchased Assets. (a) Pursuant to the terms of the Purchase Agreement, the Seller does hereby irrevocably grant, sell, transfer, convey, assign and deliver to the Buyer, all of the Seller’s right, title, privilege and interest in and to the Purchased Assets, to have and to hold the same unto the Buyer, its successors and assigns, forever.
Conveyance of the Purchased Assets. BORROWINGS
Conveyance of the Purchased Assets. (i) On each Transfer Date, upon the mutual agreement of the Originator and the Borrower and in consideration of the payment of the Sales Price therefor the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Originator in and to the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule, and all proceeds of the foregoing. Substantially contemporaneously with such sale and assignment, the Borrower shall pay or cause to be paid to the Originator (or to such other Person as may be specified by the Originator) the Sales Price in respect of such Purchased Assets in a combination of (i) immediately available funds and (ii) if the Borrower does not have sufficient funds to pay the full amount of the purchase price, by means of a capital contribution by the Originator to the Borrower.
Conveyance of the Purchased Assets. The Xxxxxxx Entities shall sell, convey, assign and transfer, or sublease, as appropriate, to Buyer on a going concern basis and upon the terms and conditions set forth herein, in the Subleases, the Lease Assignments and in the documents executed and delivered in connection herewith and therewith, all of the Xxxxxxx Entities' right, title and interest in and to the Purchased Assets. Subject to the terms and conditions set forth herein, in the Subleases, the Lease Assignments and in the documents executed and delivered in connection herewith and therewith, Buyer agrees to purchase, assume and/or sublease, as the case may be, the Purchased Assets from the Xxxxxxx Entities at the Closing effective as of the Effective Time. Except as provided for herein, Buyer assumes no liabilities or obligations of the Xxxxxxx Entities.
