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.
Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.
Acquired Assets On the Closing Date, in accordance with this Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will purchase, acquire and accept, all of Seller's and its Subsidiaries' respective right, title and interest in and to the following properties, assets and other rights, personal or mixed, tangible or intangible (collectively, the "Acquired Assets"): (a) The Equipment of Seller and its Subsidiaries listed on Schedule 2.1(a), together with any Equipment transferred to Buyer pursuant to Section 2.4 (c) (the "Acquired Equipment"); (b) The inventory of Seller and its Subsidiaries listed on Schedule 2.1(b) (the "Acquired Inventory"); (c) The Contracts of Seller and its Subsidiaries (including any future claims arising from or related to such contracts) listed on Schedule 2.1(c) hereto and the Backlog related to such Contracts (the "Assumed Contracts"); (d) Copies or originals of all books, records, data (in any media), papers and instruments of whatever nature and wherever located to the extent related to the Acquired Assets; (e) All licenses, sublicenses and other contract rights held by Seller and its Subsidiaries in connection with the Business listed on Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses and rights to use or operate under Insituform or NuPipe patents or trademarks, and intangible or intellectual property rights, including know-how, relating thereto or to the Business (the "Acquired Intellectual Property"); (f) All Permits required solely in connection with the Business in effect as of the Closing Date, to the extent such Permits are transferable (the "Acquired Permits"); and (g) All rights to the name "Insituform", "Insituform East", "MidSouth" and "insitu" and all derivatives thereof.
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).
Receivable Schedule The information set forth in the Receivable Schedule was true and correct in all material respects as of the close of business on the Cutoff Date, and no selection procedures believed to be adverse to the Depositor and/or the Noteholders were utilized in selecting the Receivables from those retail installment sale contracts which met the criteria contained in this Receivables Purchase Agreement. The information set forth in the data tape or other listing regarding the Receivables made available to the Depositor and its assigns was true and correct in all material respects as of the close of business on the Cutoff Date.
Purchase and Sale of the Purchased Assets Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets: (a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon; (b) all rights under the Leases with respect to the Leased Real Property; (i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c); (d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”); (e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”); (f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties; (g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business; (h) all prepaid assets to the extent arising out of the Business; (i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries; (j) all Permits that are necessary to the operation of the Business; and (k) Business Records relating primarily to the Business.
Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).
Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $150,000. (D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of not more than 20%. (E) No Receivable was more than thirty (30) days past due as of the Cutoff Date. (F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof. (G) Each Obligor had a billing address in the United States or a United States territory as of the date of origination of the related Receivable. (H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars. (I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer. (J) Each Receivable arose under a Contract with respect to which GM Financial has performed all obligations required to be performed by it thereunder. (K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date. (L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date. (M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.