Purchase and Sale of Other Assets Sample Clauses
The 'Purchase and Sale of Other Assets' clause defines the terms under which assets other than the primary subject of the agreement may be bought or sold between the parties. It typically outlines what types of additional assets are included, the process for identifying and valuing these assets, and any conditions or limitations on their transfer. This clause ensures that both parties have a clear understanding of how ancillary assets are handled, preventing disputes and providing flexibility to include related items in the transaction as needed.
Purchase and Sale of Other Assets. The purchase and sale of the Other Assets as contemplated by the Purchase and Sale Agreement shall have been consummated on or prior to the Closing Date.
Purchase and Sale of Other Assets. On the terms set forth in this Agreement and subject to Section 1.06 and the exclusions set forth in Section 1.03, at the Closing, immediately following the purchase and sale of the Luxco 1A Shares described in Section 1.01 the Company shall sell, convey, assign, transfer and deliver to HLSS MSR-EBO, and HLSS MSR-EBO shall purchase, acquire and accept from the Company, in exchange for cash in an amount equal to the Purchased Assets Purchase Price all of the Company’s right, title and interest in, to and under all of the assets and properties of the Company (other than the Luxco 1A Shares) as the same shall exist immediately prior to the Closing (collectively, the “Purchased Assets”), including the following:
(a) all rights of the Company under Contracts (including the Master Servicing Rights Purchase Agreement and each Sale Supplement) (collectively, the “Assumed Contracts”) and all Excess Servicing Fees (as defined in any Sale Supplement) of the Company;
(b) all rights of the Company in and to the name, trademark and service ▇▇▇▇ “HLSS”, including any registrations therefor and the goodwill associated therewith (the “HLSS ▇▇▇▇”);
(c) the Luxco 1B Shares;
(d) all rights of the Company and its Subsidiaries to assert any attorney-client privilege and attorney work product protection of the Company and its Subsidiaries associated with the Purchased Assets and the Assumed Liabilities; and
(e) the amount, if any, that the cash and cash equivalents of the Company upon the Closing exceeds the Cash and Cash Equivalents (which amount, if any, shall be remitted to Parent within three (3) Business Days following the Closing to an account specified by Parent).
Purchase and Sale of Other Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, the following assets, wherever located, whether tangible or intangible, whether directly or indirectly owned by the Seller and, in any case, belonging to or used in the Business, other than the Excluded Assets (the following assets to be purchased by Purchaser being referred to as the "Purchased Non-Loan Assets" and together with the Loans, referred to herein as the "Purchased Assets"):
Purchase and Sale of Other Assets. (a) In addition to the assets set forth in Section 2.1, upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer to the Purchaser, free and clear of all Liens, and the Purchaser will purchase from the Vendor, as of and with effect from the Time of Closing, all of the other assets of the Business, including but not limited to the following, but excluding the Excluded Assets:
(i) Net Tangible Assets - the Net Tangible Assets. The details and specifics of the Net Tangible Assets (Liabilities) are included in Schedule A;
(ii) Contracts - the right, title and interest of the Vendor to and under all of the Contracts as detailed in Schedule C;
(iii) Work in Process - all work and contracts in process;
Purchase and Sale of Other Assets. (1) Upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer to the Purchaser, free and clear of all Liens, and the Purchaser will purchase from the Vendor, as of and with effect from the opening of business on the Effective Date, the other assets listed below. The assets to be sold and purchased pursuant to this Section 2.2(1) are the following:
(a) Net Tangible Assets(Liabilities) -- The details and specifics of the Net Tangible Assets(Liabilities) are included in Schedule A;
(b) Contracts - the right, title and interest of the Vendor and relating solely to the Business in, to and under all software support and maintenance Contracts and any other agreements, engagements, commitments and other rights of or pertaining to the customers whether written or oral, as detailed in Schedule C;
(c) Work in Process - all work and contracts in process relating solely to the Business;
Purchase and Sale of Other Assets. Upon and subject to the terms and conditions hereof, the Vendor will sell, assign and transfer to CHS USA free and clear of all Liens, other than Permitted Liens, and CHS USA will purchase from the Vendor as a going concern, as of and with effect from the opening of business on the Effective Date, the following assets:
(a) Computer and Other Equipment - all computer and other equipment and accessories and supplies of all kinds which are specifically listed on Schedule B;
(b) Contracts, Agreements - the full benefit of all unfilled orders received by the Vendor in connection with the Purchased Business, the specifics of which are listed in Schedule L hereto, and all right, title and interest of the Vendor in, to and under all Contracts listed on Schedule H attached hereto;;
(c) Work in Process - all work in process relating to the Purchased Business;
Purchase and Sale of Other Assets. (a) In addition to the assets set forth in Section 2.1, upon and subject to the terms and conditions hereof, Seller will sell, convey, assign and transfer to Buyer, free and clear of all Liens other than Permitted Liens, and Buyer will purchase from Seller, as of and with effect from the Time of Closing, all of the other following tangible assets of the Records Management Business, including but not limited to the following, but excluding the Excluded Assets: