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Purchased Asset File Sample Clauses

Purchased Asset File. The Purchased Asset File contains a true, correct and complete copy (or, if required by the Custodial Agreement, original) of each document evidencing or securing the Purchased Asset, or affecting the rights of any holder thereof. With respect to any document contained in the Purchased Asset File that is required to be recorded or filed in accordance with the requirements set forth in the Custodial Agreement, such document is in form suitable for recording or filing, as applicable, in the appropriate jurisdiction and has been or will be recorded or filed as required by the Custodial Agreement. With respect to each assignment, assumption, modification, consolidation or extension contained in the Purchased Asset File, if the document or agreement being assigned, assumed, modified, consolidated or extended is required to be recorded or filed, such assignment, assumption, modification, consolidation or extension is in form suitable for recording or filing, as applicable, in the appropriate jurisdiction.
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Purchased Asset File. The Purchased Asset File with respect to such Participation Interest includes all material documents evidencing and/or securing such Participation Interest and the terms of such documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any material respect except as set forth in the documents contained in the Purchased Asset File.
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Purchased Asset File. The Purchased Asset File with respect to such Participation Interest includes all material documents evidencing and/or securing such Participation Interest and since origination and except by written instruments set forth in the related Purchased Asset File or to the extent otherwise permitted in accordance with the Master Repurchase Agreement, the terms of such documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any material respect except as set forth in the documents contained in the Purchased Asset File. Each assignment of the related Participation Certificate contained in the Purchased Asset File is in the form required by the related participation agreement or is otherwise sufficient to assign such Participation Certificate.
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Purchased Asset File. The terms of the documents in the Purchased Asset File with respect to such Participation Interest have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any material respect except as set forth in the documents contained in the Purchased Asset File.
Sample 1Sample 2
Purchased Asset File. The Purchased Asset File with respect to such Participation Interest includes all material documents evidencing and/or securing such Participation Interest, or affecting the rights of any holder thereof, and since origination and except by written instruments set forth in the related Purchased Asset File or to the extent otherwise permitted in accordance with the Master Repurchase Agreement, the terms of such documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any material respect except as set forth in the documents contained in the Purchased Asset File. Each assignment of the related Participation Certificate contained in the Purchased Asset File is in the form required by the related participation agreement or is otherwise sufficient to assign such Participation Certificate.
Sample 1
Purchased Asset File. The Purchased Asset File contains a true, correct and complete copy (or, if required by the Custodial Agreement, original) of each document evidencing or securing the Purchased Asset, or affecting the rights of any holder thereof, that is required to be delivered to Custodian (or, if applicable, Bailee) pursuant to the Master Repurchase Agreement or the Custodial Agreement. With respect to any document contained in the Purchased Asset File that is required to be recorded or filed in accordance with the requirements set forth in the Custodial Agreement, such document is in form suitable for recording or filing, as applicable, in the appropriate jurisdiction and has been or will be recorded or filed as required by the Custodial Agreement. With respect to each assignment, assumption, modification, consolidation or extension contained in the Purchased Asset File, if the document or agreement being assigned, assumed, modified, consolidated or extended is required to be recorded or filed, such assignment, assumption, modification, consolidation or extension is in form suitable for recording or filing, as applicable, in the appropriate jurisdiction.
Sample 1

Related to Purchased Asset File

  • Purchased Assets Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The Xxxxx-Xxxxxx Mine and the Golden Xxxxxx Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

  • Receivable Files Complete There exists a Receivable File pertaining to each Receivable. Related documentation concerning the Receivable, including any documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Complete Servicing File All documents comprising the Servicing File will be or have been delivered to the Master Servicer with respect to each Mortgage Loan by the deadlines set forth in the Pooling and Servicing Agreement and/or this Agreement.

  • Transferred Assets On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.02(b), at the Closing, GE will cause the Sellers to sell, convey, assign, transfer and deliver, or shall cause to be sold, conveyed, assigned, transferred or delivered by Sellers’ Affiliates, to the Buyer (or such Buying Affiliates as the Buyer may designate), free and clear of all Liens, except for Permitted Liens, and the Buyer (or such Buying Affiliates) shall purchase, acquire and accept from the Sellers and their Affiliates, all of the Sellers’ and their Affiliates’ right, title and interest in, to and under all of the following assets, properties and rights (collectively, the “Transferred Assets”): (i) all of the Sellers’ and their Affiliates’ fee right, title and interest in and to the owned real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “Owned Real Property”), together with all improvements, fixtures and appurtenances thereto and rights in respect thereof, and, subject to Section 2.03, all rights and benefits of the Sellers and their Affiliates under the leases governing the leased real property listed in Section 2.02(a)(ii) of the Disclosure Schedule (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (ii) all inventories that are Related to the Business, wherever located, including all raw materials, work-in-process, finished goods or products (including any such goods or products being held by customers of the Business pursuant to consignment arrangements), and other materials and supplies used by the Sellers in the production of finished goods Related to the Business (collectively, the “Inventory”); (iii) subject to Section 2.03, all rights under Contracts to which a Seller or an Affiliate thereof is a party and that are Related to the Business, including, but not limited to, the Contracts listed in Section 3.13(a) of the Disclosure Schedule (but excluding the Contracts listed on Section 2.02(b)(xviii) of the Disclosure Schedule) (collectively, together with the Assumed IP Licenses, the “Assumed Contracts”); (iv) subject to Section 2.03, all rights under Intellectual Property licenses (including with respect to Software) from third parties Related to the Business, including, but not limited to, the licenses listed in Section 2.02(a)(iv) of the Disclosure Schedule (collectively, the “Assumed IP Licenses”), and all rights with respect to Business Licensed Intellectual Property; (v) all accounts, notes and other receivables, billed and unbilled, recorded or unrecorded, accrued and existing, whether or not written off, that are Related to the Business, including, without limitation, the GE Included Receivables and other receivables taken into account in the Final Working Capital Statement (collectively, the “Accounts Receivable”); (vi) all rights relating to prepaid expenses (to the extent reflected on the Final Working Capital Statement), deposits, claims for refunds (excluding Tax refunds, which shall be governed by the Tax Matters Agreement) and rights to offset in respect thereof, in any such case, to the extent Related to the Business, including with respect to ad valorem Taxes and lease and rental payments; (vii) subject to Section 2.03, all causes of action against third parties Related to the Business with respect to the Transferred Assets or any Assumed Liability, including rights under manufacturers’ and vendors’ warranties and those matters set forth in Section 3.11(b) of the Disclosure Schedule; (viii) all rights and claims under any transferrable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and all claims, defenses, causes of action or rights of counterclaims to the extent related to the Transferred Assets or the Assumed Liabilities; (ix) all Business Owned Intellectual Property, including, without limitation, the Business Owned Intellectual Property set forth on Section 3.11(d) of the Disclosure Schedule, and Business Owned Technology; (x) subject to Section 2.03, all transferable Governmental Authorizations that are Related to the Business, including those listed on Section 3.09 of the Disclosure Schedule; (xi) subject to Section 5.10, all books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers, customers, personnel and employment records, in each case to the extent they are Related to the Business and copies of any information relating to Taxes imposed on the Business, except for all books, records, files and papers relating to Technology to the extent not constituting Business Technology; (xii) all Business Owned Software, including the Business Owned Software listed on Section 2.02(a)(xii) of the Disclosure Schedule, subject to Section 2.03; (xiii) all assets, rights and properties expressly to be transferred pursuant to Exhibit C hereof; (xiv) all other tangible personal property or interests therein, including all machinery, equipment, furniture, fixtures (that are not Real Property as set forth above), furnishings, office equipment, computer hardware, instruments, leasehold improvements, communications equipment, vehicles, spare and replacement parts, fuel and other tangible personal property, wherever located, that is Related to the Business (collectively, the “Tangible Personal Property”); and (xv) all other properties and assets of every kind, character and description, tangible or intangible, that are owned by Sellers or their Affiliates and Related to the Business, whether or not similar to the items specifically set forth above, including all going concern value, goodwill and other intangible rights and intangible property that is Related to the Business (including any such assets to the extent taken into account in the Final Working Capital Statement).

Most Referenced Clauses

Most Referenced Definitions