Delivery of Purchased Assets; Assumption of Assumed Liabilities Sample Clauses

Delivery of Purchased Assets; Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions of this Agreement, Sellers shall, at the Effective Time, sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer, all right, title and interest of the Selling Companies in and to all of the Purchased Assets. As used herein:
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Delivery of Purchased Assets; Assumption of Assumed Liabilities. (a) On the terms and subject to the conditions of this Agreement, Seller shall, at the Closing on the Closing Date, (i) sell, transfer, assign and deliver to Purchaser, and cause to be sold, transferred, assigned and delivered to Purchaser, as applicable, all right, title and interest of Seller in and to all of the Purchased Assets other than the Servicing Portfolio and (ii) sell, transfer, assign and deliver to Purchaser all right, title and interest of Seller (other than actual legal title) in and to the Servicing Portfolio. On the terms and subject to the conditions of this Agreement, Seller shall, on each applicable Transfer Date, sell, transfer, assign and deliver to Purchaser actual legal title in and to the relevant portion(s) of the Servicing Portfolio. Notwithstanding the transfer of legal title to any Servicing Portfolio after the Closing Date, as of the day after the Closing Date, except as otherwise provided herein, Purchaser shall be entitled to all of the economic benefits, and bear the economic burdens, associated with the Servicing Portfolio. (bi On the terms and subject to the conditions of this Agreement, Purchaser shall, at the Closing on the Closing Date, assume all the Assumed Liabilities. Purchaser assumes no other liability of Seller or any other Person pursuant to this Agreement other than the Assumed Liabilities.
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Related to Delivery of Purchased Assets; Assumption of Assumed Liabilities

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Spinoff Plan”) and to the extent not previously effected pursuant to the steps of the Spinoff Plan that have been completed prior to the date hereof:

  • 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.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • 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;

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • 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”):

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