Delivery of Purchased Assets and Consigned Inventory Sample Clauses

Delivery of Purchased Assets and Consigned Inventory. At the time of the Closing, Sellers shall (and, with respect to the Foreign Assets, shall cause the appropriate Foreign Subsidiaries to) deliver the Purchased Assets and Consigned Inventory to KIAC by providing KIAC with (i) Bills of Sale with respect to the Purchased Assets, (ii) any other documents and instruments of transfer reasonably requested by KIAC so as to convey to KIAC good and marketable title, free and clear of all Liens that are not Permitted Liens, in and to the Purchased Assets, (iii) the Sale and Consignment Order, which order shall (A) entitle KIAC to have access to and possession and control of the Purchased Assets (other than the Foreign Assets) and the Consigned Inventory and (B) order and direct the Sellers to cause the Foreign Subsidiaries to provide KIAC with access to and possession and control of the Foreign Assets and (iv) any and all keys and security codes necessary to gain access to the Designated Locations (excluding Approved Vendor locations) and any and all other premises where the Purchased Assets and Consigned Inventory are located, warehoused or stored, with the risk of loss remaining with the Sellers until KIAC takes delivery in accordance with the provisions of this Section 5.4. Each Seller shall conduct a physical inventory of all Purchased Verified Parts owned by it as of the Closing Date, and Sellers shall cooperate to jointly prepare a single report, by Purchased Verified Part number, that reflects the results of each Seller's physical inventory of the Purchased Verified Parts.
Sample 1
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Related to Delivery of Purchased Assets and Consigned Inventory

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

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