Sale and Conveyance of Assets Assumption of Assumed Obligations Closing Sample Clauses

Sale and Conveyance of Assets Assumption of Assumed Obligations Closing. Section 2.01 Sale and Conveyance of Assets; Participations. (a) On the terms and subject to the conditions set forth in this Agreement and the related Xxxx of Sale and Assignment Agreement, at the related Non-Issuer Transfer Closing on the Non-Issuer Transfer Closing Date, subject to the receipt by Seller of the related Purchase Price in accordance with Section 2.04, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to the related Non-Issuer Transfer Asset Group. (b) On the terms and subject to the conditions set forth in this Agreement and the related Xxxx of Sale and Assignment Agreement, at the related Issuer Transfer Closing on the related Issuer Transfer Closing Date, subject to the receipt by Seller of the related Purchase Price in accordance with Section 2.04, (i) Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to the related Issuer Transfer Asset Group and (ii) Seller shall pay to the Purchaser the related Transfer Fee, as applicable. (c) On the terms and subject to the conditions set forth in this Agreement, on the related Issuer Transfer Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to the Ineligible Participations in respect of the Group 1 Assets, Group 3 Assets and Group 5 Assets as of the related Participations Cut-off Date. Purchaser shall pay to Seller the Participations Purchase Price in respect of Participations sold pursuant to this Section 2.01(c) in accordance with Section 2.04. (d) On the Funding Date, Seller shall reconcile all the activity, including all Advances, servicing fees and accrued interest on the Reverse Mortgage Loans related to the Group 3 Assets or the Group 5 Assets during the period from the related Participations Cut-off Date through December 21, 2011. On the terms and subject to the conditions set forth in this Agreement, on the related Issuer Transfer Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to the Eligible Participations and Ineligible Participations in respect of the Group 3 Assets and the Group 5 Ass...
Sample 1
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Sale and Conveyance of Assets Assumption of Assumed Obligations Closing 
Sample 1

Related to Sale and Conveyance of Assets Assumption of Assumed Obligations Closing

  • Assumption of Assumed Liabilities Buyer hereby assumes and agrees to honor, pay and discharge when due the Assumed Liabilities.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions.

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Conveyance of Assets Any conveyance, transfer or disposal of all or substantially all assets of Guarantor to any Person.

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

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