Purchased Asset. Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), the Pepper Hope Claim.
Purchased Asset. The Sellers will and with respect to the Servicing Records, will cause Servicer to maintain all such Records not in the possession of Custodian in good and complete condition in accordance with industry practices and preserve them against loss.
Purchased Asset. Notwithstanding the foregoing, nothing in this Section 8.9(b) shall prevent Seller from ceasing operations or winding up its affairs following the Closing all in accordance with applicable Legal Requirements.
Purchased Asset. Seller agrees to manufacture, sell and deliver to City, for the consideration hereinafter provided, 0ne (1) Ford F-150 XX, 0x0 Crew Cab, Pick-up Truck (the "F-150”). Seller agrees that the F-150 will not be subject to any liens, liabilities or other obligations at the time of delivery to City.
Purchased Asset. To the Actual Knowledge of Seller, each representation and warranty set forth in Schedule II is true and correct in all material respects. To the Actual Knowledge of Seller, no material representation or warranty made by an Underlying Obligor in the Purchased Asset Documents with respect to the Purchased Asset is false or misleading in any material respect. Seller has no Knowledge of any fact that could reasonably lead it to expect that the Purchased Asset will not be paid in full. To the Knowledge of Seller, the Purchased Asset is not the subject of any setoff, counterclaim, defense, abatement, suspension, deferment, deduction or reduction, whether arising out of transactions concerning the Purchased Asset or otherwise, by Seller, Guarantor, any Underlying Obligor or other Person with respect to any material amount, except as set forth in the Purchased Asset Documents delivered to Agent. The Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller. To the Knowledge of Seller, none of the Purchased Asset Documents has any marks or notations indicating that it is subject to an existing Lien in favor of any Person other than Agent. If any Purchased Asset Document requires the holder or transferee of the Purchased Asset to be a qualified transferee, qualified institutional lender, qualified lender or other similar terms (however defined), Seller meets such requirement and such terms are sufficiently broad enough for Agent and each initial Buyer to meet such requirement. Assuming that Agent and each Buyer also meet such requirement, the assignment and pledge of the Purchased Asset to Agent and each Buyer pursuant to the Repurchase Documents does not violate such Purchased Asset Document. There are no outstanding rights, options, warrants or agreements for the purchase, sale or issuance of the Purchased Asset created by, through, or as a result of Seller’s actions or inactions, and there are no agreements on the part of Seller to issue, sell, pledge or distribute the Purchased Asset, other than this Agreement and the other Repurchase Documents except as otherwise provided in the Purchased Asset Documents provided to Agent and each Buyer prior to the Closing Date.
Purchased Asset. The related Whole Loan or Senior Interest that is a Purchased Asset complies with all of the representations set forth in Section A (except to the extent disclosed in a Requested Exceptions Report and/or approved by Buyer in writing).
Purchased Asset. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the assets identfied in Paragraphs 3, 4, 5, 6, 7, 8, 9, and 10 of this Agreement (the "Purchased Assets". Excluded from this transaction are Seller's cash, accounts receivable, notes receivable, banking accounts and deposits, and all other assets not identified in Paragraphs 3, 4, 5, 6. 7, 8, 9, and 10 of this Agreement.
Purchased Asset. Michaels has good and marketable title to, and all right, title and interest in, all the Michaels Assets, and will transfer and convey the Michaels Assets to Buyer, free and clear of all Liens.
Purchased Asset. In consideration for the Purchase Price (as defined below), Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept, the Note, free and clear of any and all liens, security interests and other encumbrances, on the Closing Date (as defined below).
Purchased Asset. Any Seller fails to own one hundred percent (100%) of the applicable Purchased Assets.
