Disposition of Purchased Assets Sample Clauses

Disposition of Purchased Assets. Transferred, leased or ------------------------------- otherwise disposed of any material portion of the Purchased Assets, except those acquired, disposed of, sold or consumed in the ordinary course of business;
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Disposition of Purchased Assets. Borrower hereby consents and authorizes Lender to commence immediately all actions that Lender considers in its sole judgment to be necessary or desirable to effectuate a foreclosure sale of the Purchased Assets. For purposes of this Agreement, “foreclosure sale” includes, without limitation, Lender’s exercise of its rights in the Purchased Assets as collateral as a secured party after the Borrower’s default, sending notice to certain parties in accordance with the UCC, including, without limitation, to the Borrower, certain other creditors of the Borrower, and other parties identified by Borrower who have expressed interest in acquiring the Borrower’s right title and interest in and to the Purchased Assets, of Lender’s intention to sell the Purchased Assets at a public foreclosure sale pursuant to Article 9 of the UCC (“Article 9 Sale”) and selling the Purchased Assets at such Article 9 Sale; for the avoidance of doubt, “foreclosure sale” shall not mean a judicial sale of the Purchased Assets. Borrower hereby consents to the foreclosure sale and disposition of the Purchased Assets to be made by Lender to Buyer pursuant to this Agreement or such other agreement providing for the sale of the Purchased Assets, and Borrower represents, warrants and covenants that every aspect of Lender’s disposition of the Purchased Assets in an Article 9 Sale pursuant to this Agreement including the method, manner, time, place and other terms, are commercially reasonable. Lender is not, pursuant to the terms of this Agreement, taking possession of any of the Purchased Assets, and Borrower will continue to have dominion and control over the Purchased Assets in its possession until the Closing Date, subject to Lender’s rights and remedies under the Loan Documents. On the Closing Date, Borrower will be deemed to have irrevocably abandoned and surrendered to Buyer all possession of, dominion and control over, all rights to collect, and all other rights to sell or otherwise transfer the Purchased Assets, and Lender, upon receipt of a wire transfer of immediately available federal funds in an amount sufficient to satisfy the Obligations in full as required by Section 2.6(c)(iv) hereof, will be deemed to have irrevocably released and terminated any security interest, lien, other encumbrance, claim or right to Borrower’s right, title and interest in the Purchased Assets only and retaining and reserving, unto itself, all other rights and claims under the Loan Documents.
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Disposition of Purchased Assets. Any sale, purchase, lease or other disposition of any material portion of the Purchased Assets;
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Disposition of Purchased Assets. A. After five (5) Business Days’ notice to Seller (which notice need not be given if an Act of Insolvency shall have occurred with respect to the Seller or the Sponsor), Buyer Agent, for the benefit of the Buyers, may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer Agent may reasonably deem satisfactory any or all of the Purchased Assets or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to this Section 14.2.7 shall be applied, (v) first, to the costs and expenses incurred by Buyer Agent and the Buyers in connection with Seller’s default; (w) second, to consequential damages, including, but not limited to, costs of cover and/or Hedging Transactions, if any; (x) third, to the Repurchase Price; (y) fourth, to the Deferred Restructuring Fee, and (z) fifth, to any other outstanding obligation of Seller to Buyer Agent, the Buyers or their Affiliates.
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Related to Disposition of Purchased Assets

  • 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.

  • 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;

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • 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”):

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • 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):

  • 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.

  • 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:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

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