Common use of Purchase and Sale of the Acquired Assets Clause in Contracts

Purchase and Sale of the Acquired Assets. (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement, including the conditions precedent set forth in Article VI, and in reliance on the representations, warranties, covenants and agreements set forth in this Agreement, on the Closing Date, the Seller hereby agrees to sell, transfer, assign and grant to the Buyer, and the Buyer hereby agrees to purchase, without recourse to the Seller and without representations or warranties (except as specifically set forth herein), and Buyer agrees to purchase from Seller, the Seller’s right, title and interest in, to and under (i) the Trust Certificates, (ii) the Unsecuritized Private Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized Private Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the Unsecuritized FFELP Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized FFELP Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement and (iv) the 1,000 shares of Capital Stock, par value $0.01 per share, of the Depositor (the “Depositor Shares”), in consideration of the payment of the Purchase Price to the Seller in the manner provided in Section 2.1(b) and the agreement by the Buyer to assume, pay, perform or otherwise accept or discharge all Other Business Liabilities. (b) Delivery or transfer of the Acquired Assets shall be made on the Closing Date prior to the consummation of the Merger Transaction. On the Closing Date, the Buyer shall pay or cause to be paid to the Seller the Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account specified by the Seller to the Buyer by written notice at least two (2) Business Days prior to the Closing Date. (c) Upon receipt of (i) evidence of the payment of the Purchase Price, (ii) a fully executed Accession Agreement, (iii) a fully executed Xxxx of Sale, Assignment and Assumption Agreement, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate in the form attached hereto as Exhibit B and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate in the form attached hereto as Exhibit A, (A) the Buyer shall cause Xxxxxx Mae, Inc., in its capacity as the custodian of the loan documentation evidencing the Unsecuritized FFELP Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized FFELP Loans and the loan documentation evidencing the Unsecuritized FFELP Loans, and (B) the Seller shall: (1) cause each Trust Certificate, accompanied by a written instrument of transfer and such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may require in accordance with the Securitization Trust Agreement, to be delivered along with the Accession Agreement and the Opinions of Counsel described in Section 2.3 to the Owner Trustee for transfer and for issuance of a new Trust Certificate in the name of the Buyer or its designee; (2) cause the Unsecuritized Loans to be delivered to the Buyer by delivering the Student Loan Tape identifying the Unsecuritized Loans to the Buyer and causing CSD, in its capacity as the custodian of the loan documentation evidencing the Unsecuritized Private Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized Private Loans and the loan documentation evidencing the Unsecuritized Private Loans; and (3) cause the original copy of all books and records relating to the Depositor and the sold Depositor Shares to be delivered to the Buyer on or prior to the Closing Date at the time and in the manner agreed upon by the Seller and the Buyer, but in any event prior to the consummation of the Merger Transaction. (d) The sale and purchase of the Acquired Assets on the Closing Date shall be consummated upon (i) the payment by the Buyer to the Seller of the Purchase Price in the manner provided in Section 2.1(b), (ii) the execution and delivery by the Seller and the Buyer of the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the assignment to the Buyer of the Trust Certificates in accordance with the applicable requirements under the Securitization Trust Agreements, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger. (e) If the Owner Trustee requires the payment of a sum sufficient to cover the payment of any Taxes or other government charges required to be paid in connection with the purchase and sale of the Trust Certificates pursuant to Section 2.1(c), such sum shall be paid by the Buyer. (f) The Buyer shall be responsible for the payment of all Negative Special Allowance Payments and all other amounts, if any, owing to the Department of Education or any Guarantor and applicable to Unsecuritized FFELP Loans that are accrued and unpaid as of the Closing Date or that accrue on or after the Closing Date.

Purchase and Sale of the Acquired Assets. (a) On At the Closing, subject to the terms and subject to the satisfaction of the conditions set forth contained in this Agreement, including the conditions precedent set forth in Article VISellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and Indebtedness whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers, as applicable, all of their rights, title and interests in reliance on and to the representationsAcquired Assets for the Purchase Price. (b) Within ten (10) days following the execution of this Agreement by all parties hereto, warranties, covenants and agreements set forth the Purchaser shall deliver the Deposit to the Escrow Agent. The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason in this Agreement, on the Purchaser’s sole discretion prior to the Closing Date, other than a default by the Seller hereby agrees to sellPurchaser, transfer, assign and grant upon notice to the Buyer, Escrow Agent and the Buyer hereby agrees Sellers of the Purchaser’s election to purchaseterminate this Agreement, without recourse the Escrow Agent shall release the Deposit to the Seller Purchaser. Should the Purchaser breach any provisions of this Agreement and without representations or warranties (except as specifically set forth herein), and Buyer agrees to purchase from Seller, the Seller’s right, title and interest in, to and under (i) the Trust Certificates, (ii) the Unsecuritized Private Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized Private Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date not otherwise cure such breach pursuant to the Xxxx of Saleterms and conditions hereof, Assignment and Assumption Agreement, (iii) the Unsecuritized FFELP Loans beneficially held Deposit shall be forfeited by the Seller Purchaser to the Sellers as the full and final measure of their liquidated damages hereunder, and not as a penalty, and, with the exception of the Purchaser’s indemnity set forth in Section 3.1(b) below, thereafter this Agreement shall be null and void and of no further force and effect. (c) The Closing Date of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser. At the Closing, upon payment of the Purchase Price, the Sellers, as applicable, shall deliver to the Purchaser the Acquired Assets, together with such bills of sale, powers of assignment, certificates, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer record ownership of the Acquired Assets, including, but not limited to, those items identified in Section 10 below. (d) Sellers each acknowledge and agree that Purchaser may pay the Schedule entire Purchase Price to any one of Unsecuritized FFELP Loans to be delivered electronically in the form Sellers as directed by all of a Student Loan Tape on the Sellers at the Closing Date and that payment of the Purchase Price pursuant to the Xxxx of Sale, Assignment and Assumption Agreement and (iv) the 1,000 shares of Capital Stock, par value $0.01 per share, directions of the Depositor Sellers shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to each of the Sellers. Notwithstanding the foregoing, the parties agree that ten percent (10%) of the Purchase Price, allocated equally between the Sellers is the monetary consideration paid for the “Depositor Shares”), covenant not to do” as contained in consideration of Section 11.21. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and their relative abilities and experience in the gaming industry. The parties each further acknowledge and agree that payment of the Purchase Price to the Seller in Sellers as outlined on the manner provided in Section 2.1(b) Settlement Statement is appropriate consideration and reasonably related to the agreement by the Buyer to assume, pay, perform or otherwise accept or discharge all Other Business Liabilities. (b) Delivery or transfer value of the Acquired Assets shall be made on the Closing Date prior to the consummation of the Merger Transaction. On the Closing Date, the Buyer shall pay or cause to be paid to the Seller the Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account specified by the Seller to the Buyer by written notice at least two (2) Business Days prior to the Closing Dateinterests each party is transferring under this Agreement. (c) Upon receipt of (i) evidence of the payment of the Purchase Price, (ii) a fully executed Accession Agreement, (iii) a fully executed Xxxx of Sale, Assignment and Assumption Agreement, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate in the form attached hereto as Exhibit B and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate in the form attached hereto as Exhibit A, (A) the Buyer shall cause Xxxxxx Mae, Inc., in its capacity as the custodian of the loan documentation evidencing the Unsecuritized FFELP Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized FFELP Loans and the loan documentation evidencing the Unsecuritized FFELP Loans, and (B) the Seller shall: (1) cause each Trust Certificate, accompanied by a written instrument of transfer and such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may require in accordance with the Securitization Trust Agreement, to be delivered along with the Accession Agreement and the Opinions of Counsel described in Section 2.3 to the Owner Trustee for transfer and for issuance of a new Trust Certificate in the name of the Buyer or its designee; (2) cause the Unsecuritized Loans to be delivered to the Buyer by delivering the Student Loan Tape identifying the Unsecuritized Loans to the Buyer and causing CSD, in its capacity as the custodian of the loan documentation evidencing the Unsecuritized Private Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized Private Loans and the loan documentation evidencing the Unsecuritized Private Loans; and (3) cause the original copy of all books and records relating to the Depositor and the sold Depositor Shares to be delivered to the Buyer on or prior to the Closing Date at the time and in the manner agreed upon by the Seller and the Buyer, but in any event prior to the consummation of the Merger Transaction. (d) The sale and purchase of the Acquired Assets on the Closing Date shall be consummated upon (i) the payment by the Buyer to the Seller of the Purchase Price in the manner provided in Section 2.1(b), (ii) the execution and delivery by the Seller and the Buyer of the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the assignment to the Buyer of the Trust Certificates in accordance with the applicable requirements under the Securitization Trust Agreements, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger. (e) If the Owner Trustee requires the payment of a sum sufficient to cover the payment of any Taxes or other government charges required to be paid in connection with the purchase and sale of the Trust Certificates pursuant to Section 2.1(c), such sum shall be paid by the Buyer. (f) The Buyer shall be responsible for the payment of all Negative Special Allowance Payments and all other amounts, if any, owing to the Department of Education or any Guarantor and applicable to Unsecuritized FFELP Loans that are accrued and unpaid as of the Closing Date or that accrue on or after the Closing Date.

Purchase and Sale of the Acquired Assets. (a) On At the Closing, subject to the terms and subject to the satisfaction of the conditions set forth contained in this Agreement, including the conditions precedent set forth in Article VISellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and Indebtedness whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers, as applicable, all rights, title and interests in reliance on and to the representationsAcquired Assets for the Minimum Purchase Price, warrantiesand Purchaser shall pay to the Sellers the Minimum Purchase Price, covenants in immediately available funds, at the Closing subject to the Escrow Hold Back and agreements set forth any other prorations described in this Agreement, on the Closing Date, the Seller hereby agrees to sell, transfer, assign and grant to the Buyer, and the Buyer hereby agrees to purchase, without recourse to the Seller and without representations or warranties (except as specifically set forth herein), and Buyer agrees to purchase from Seller, the Seller’s right, title and interest in, to and under (i) the Trust Certificates, (ii) the Unsecuritized Private Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized Private Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the Unsecuritized FFELP Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized FFELP Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement and (iv) the 1,000 shares of Capital Stock, par value $0.01 per share, of the Depositor (the “Depositor Shares”), in consideration of the payment of the Purchase Price to the Seller in the manner provided in Section 2.1(b) and the agreement by the Buyer to assume, pay, perform or otherwise accept or discharge all Other Business Liabilities. (b) Delivery or transfer Within ten (10) Business Days following the execution of this Agreement by all parties hereto, the Acquired Assets Purchaser shall deliver the Deposit to the Escrow Agent. In every event, should the transaction contemplated by this Agreement be consummated, the Deposit shall be made on the Closing Date prior to the consummation of the Merger Transaction. On the Closing Date, the Buyer shall pay or cause to be paid to the Seller applied as a credit toward the Purchase Price by wire transfer of immediately available funds in U.S. dollars the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason prior to that date which is sixty-one (61) days after the Agreement Date (“Deposit Forfeit Date”), upon notice to the account specified by Escrow Agent and the Seller Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Buyer by written Purchaser in which event this Agreement shall thereafter be null and void and no party shall have any further liability or obligation hereunder. Promptly following the Deposit Forfeit Date, and in no event later than 5 days following the same and provided the Escrow Agent has not received a notice at least two (2) Business Days of termination from the Purchaser prior to the Closing Deposit Forfeit Date, the Escrow Agent shall without further instruction release the Deposit to the Sellers. In the event Purchaser shall terminate this Agreement for any reason on or after the Deposit Forfeit Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, this Agreement shall be null and void and no party shall have any further liability or obligation hereunder and the Sellers shall retain the Deposit as full and final compensation for any and all damages they may have incurred hereunder, and not as a penalty. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Purchaser have any liability for any damages to the Sellers in excess of the Deposit. (c) Upon receipt The Closing of (i) evidence of the payment of the Purchase Price, (ii) a fully executed Accession Agreement, (iii) a fully executed Xxxx of Sale, Assignment and Assumption Agreement, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate in the form attached hereto as Exhibit B and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate in the form attached hereto as Exhibit A, (A) the Buyer shall cause Xxxxxx Mae, Inc., in its capacity as the custodian of the loan documentation evidencing the Unsecuritized FFELP Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized FFELP Loans and the loan documentation evidencing the Unsecuritized FFELP Loans, and (B) the Seller shall: (1) cause each Trust Certificate, accompanied by a written instrument of transfer and such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may require in accordance with the Securitization Trust Agreement, to be delivered along with the Accession Agreement and the Opinions of Counsel described in Section 2.3 to the Owner Trustee for transfer and for issuance of a new Trust Certificate in the name of the Buyer or its designee; (2) cause the Unsecuritized Loans to be delivered to the Buyer by delivering the Student Loan Tape identifying the Unsecuritized Loans to the Buyer and causing CSD, in its capacity as the custodian of the loan documentation evidencing the Unsecuritized Private Loans, to indicate in its books and records that the Buyer is the holder of the beneficial interest in the Unsecuritized Private Loans and the loan documentation evidencing the Unsecuritized Private Loans; and (3) cause the original copy of all books and records relating to the Depositor and the sold Depositor Shares to be delivered to the Buyer on or prior to the Closing Date at the time and in the manner agreed upon by the Seller and the Buyer, but in any event prior to the consummation of the Merger Transaction. (d) The sale and purchase of the Acquired Assets on the Closing Date shall be consummated upon (i) the payment by the Buyer to the Seller of the Purchase Price in the manner provided in Section 2.1(b), (ii) the execution and delivery by the Seller and the Buyer of the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the assignment to the Buyer of the Trust Certificates in accordance with the applicable requirements under the Securitization Trust Agreements, (iv) the Seller’s receipt of an executed Buyer Satisfaction Certificate and (v) the Buyer’s receipt of an executed Seller Satisfaction Certificate. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of the Closing Date, prior to the consummation of the Merger. (e) If the Owner Trustee requires the payment of a sum sufficient to cover the payment of any Taxes or other government charges required to be paid in connection with the purchase and sale of the Trust Certificates pursuant Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to Section 2.1(c)the Sellers and the Purchaser. At the Closing, upon payment of the Minimum Purchase Price, the Sellers, as applicable, shall deliver to the Purchaser the Acquired Assets, together with such sum bills of sale, powers of assignment, certificates, deed(s) and other documents and instruments of conveyance as shall be paid by reasonably satisfactory to the BuyerPurchaser and its counsel to transfer record ownership of the Acquired Assets, including, but not limited to, those items identified in Section 10 below. (fd) The Buyer On that date that is not later than nineteen (19) full calendar months after Devices are legally operating at the Premises, the Purchaser shall be responsible pay to the Sellers, in immediately available funds, the Earn-Out Payment. (e) Sellers hereby instruct the Purchaser to pay the entire Minimum Purchase Price and the Earn-Out Payment to Market Street and each of the Sellers acknowledge that payment pursuant to the foregoing directive shall satisfy any and all of the Purchaser’s obligations for payment of the Minimum Purchase Price and the Earn Out Payment hereunder to each of the Sellers. Notwithstanding the foregoing, the parties agree that One Hundred Thousand and no/100 Dollars ($100,000.00) of the Purchase Price, allocated equally between the Sellers is the monetary consideration paid for the “obligation not to do” as contained in Section 11.21. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and their relative abilities and experience in the gaming industry. The parties each further acknowledge and agree that payment of all Negative Special Allowance Payments the Minimum Purchase Price and all other amounts, if any, owing the Earn Out Payment to the Department of Education or any Guarantor Sellers as outlined on the Settlement Statement is appropriate consideration and applicable reasonably related to Unsecuritized FFELP Loans that are accrued and unpaid as the value of the Closing Date or that accrue on or after the Closing Dateinterests each party is transferring under this Agreement.