Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells or contributes, as applicable, to Buyer, and Buyer hereby purchases or acquires from each Originator, as applicable, all of such Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated.
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, the Transferor hereby sells or contributes, as applicable, to the Transferee, and the Transferee hereby purchases or acquires from the Transferor, as applicable, all of the Transferor’s right, title and interest in, to and under the Receivables and the Related Rights, in each case whether now existing or hereafter arising, acquired or originated.
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby absolutely and irrevocably Conveys to Buyer, and Buyer hereby purchases or acquires from Seller, as applicable, all of Seller’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated.
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, (a) hereby sells or contributes, as applicable, to its Related SPE, and each SPE hereby purchases or acquires from its Related Originator, all of such Related Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated and (b) hereby absolutely assigns by way of capital contribution to its Related SPE, and each SPE hereby accepts such capital contribution and acquires from its Related Originator, all of such Related Originator’s right, title and interest in, to and under the Lease Devices. For the avoidance of doubt, the Originators are not hereby selling, contributing, pledging or otherwise assigning any Excluded Receivables,
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells or contributes, as applicable, to the Company, and the Company hereby purchases or acquires from each Originator, as applicable, all of such Originator’s right, title and interest in, to and under:
(a) each Receivable of such Originator that exists and is owing to such Originator as of the Closing Date and the Related Assets with respect to such Receivable;
(b) each Receivable of such Originator originated by such Originator from and after the Closing Date to and including the Termination Date and the Related Assets with respect to such Receivable;
(c) each Loan of such Originator that exists and is owing to such Originator under the Initial Designated Loan Agreements as of the Closing Date and the Related Assets with respect to such Loan;
(d) each Loan of such Originator that exists and is owing to such Originator under each Additional Designated Loan Agreement as of the applicable Addition Date and the Related Assets with respect to such Loan; and
(e) each Loan of such Originator acquired, originated or created by such Originator (A) under the Initial Designated Loan Agreements from and after the Closing Date to and including the Termination Date and the Related Assets with respect to such Loan, or (B) under the Additional Designated Loan Agreements from and after the applicable Addition Date to and including the Termination Date and the Related Assets with respect to such Loan; provided that, notwithstanding anything herein to the contrary, CHS shall not be permitted to sell or contribute any Loans to the Company.
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, on the date the earlier of the initial Funded Purchase or initial LOC Purchase (the “Initial Transfer Date”), Originator hereby sells or contributes, as applicable, to Buyer, and Buyer hereby purchases or acquires from Originator all of Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now owned or existing, hereafter arising, acquired or originated, or in which the Originator now or hereinafter has any rights, and wherever so located.
Purchase, Sale and Contribution. Subject to all of the terms and conditions of this Agreement and for the consideration set forth, on Closing (as hereinafter defined), Associates shall convey, or cause to be conveyed, to Arden, and Arden or its assignee shall acquire, by purchase from Associates of an undivided interest (the "Sale Interest") and by contribution to the capital of Arden by Investors of an undivided interest (the "Contribution Interest") in and to all of the following:
(a) The Real Property and the Improvements, together with all easements, hereditaments and appurtenances thereto, subject only to such easements, agreements and exceptions as may have been approved by Arden in accordance with Paragraph 4(a) hereof and the tenancies and occupancies that are set forth on Exhibit "B";
(b) All of the personal property (the "Personal Property") located at, attached or appurtenant to, or used in connection with the operation or maintenance of the Real Property and/or the Improvements listed on Exhibit "C" (the "Inventory");
(c) All leases to tenants leasing space in the Improvements (the "Tenant Leases");
(d) To the extent assignable, those certain service and other agreements more particularly described in Exhibit "D" attached hereto and made a part hereof; and
(e) All other right, title and interest of the CalTwin Parties constituting part and parcel of the Property (as here- inafter defined), including, but not limited to, trade names, logos, easements, licenses, permits, air rights, certificates of occupancy, warranties, rights-of-way, signs, trademarks, telephone listings and numbers, sewer agreements, water line agreements, utility agreements, water rights and oil, gas and mineral rights (collectively, the "Intangibles") to the extent assignable or transferable. Reference herein to the "Property" shall include all of the real, personal and intangible property described in subparagraphs (a) through (e) hereof.
Purchase, Sale and Contribution. 11 2.1. Sale, Purchase and Delivery of Stock...........................................................11 2.2.
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, the Originator hereby agrees to sell, transfer, assign, set over, contribute and otherwise transfer, to the Buyer, and the Buyer hereby purchases or acquires from the Originator, all of the Originator’s right, title and interest in, to and under certain Receivable Assets, in each case as described in an Assignment and Acceptance in the form of Exhibit A executed and delivered by the Buyer and the Originator, whereupon such sale shall become effective as of the Transfer Date specified in such Assignment and Acceptance, which shall be a Settlement Date. On each Transfer Date, Buyer will sell, convey, transfer and assign all of the Receivable Assets acquired hereunder on such day to the Collateral Agent, on behalf of the Purchasers, pursuant to the Receivables Purchase Agreement. SK 28677 0004 8422003 v14
Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, hereby sells or contributes, as applicable, to its Related Buyer, and each Buyer hereby purchases or acquires from its Related Originator, all of such Related Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated. For the avoidance of doubt, the Originators are not hereby selling, contributing, pledging or otherwise assigning any Excluded Receivables.
