Transfer of Assets to the Trust Sample Clauses

Transfer of Assets to the Trust. Pursuant to the Plan and the Confirmation Order and subject to the rest of this Section 2.4, as of the Effective Date, in consideration for the benefit of the releases of the Allowed Revolver Claims, Allowed Term Loan Claims, and Allowed Senior Notes Claims pursuant to the Plan, the Debtors hereby unconditionally and irrevocably transfer, assign, and deliver and agree in the future to transfer, assign, and deliver (as applicable) to the Litigation Trust all of their respective rights, title, and interests from time to time in and to (i) the Trust Assets free and clear of all Claims, Liens, encumbrances, charges, and other interests and (ii) all files, instruments, papers, information, and other books and records of the Debtors related to the Trust Assets, in each case to be held by the Litigation Trust, in trust and to be administered for the benefit of holders of Allowed Revolver Claims, Allowed Term Loan Claims, and Allowed Senior Notes Claims. For the avoidance of doubt, the Noble Entities shall retain any and all rights and defenses, if any, against the Litigation Trust with respect to the Noble Claims. All representations, warranties and conditions, express or implied, and whether statutory or otherwise, are expressly excluded upon and in relation to the transfer of the Trust Assets. To the extent any Trust Assets cannot be transferred to the Litigation Trust because of a restriction on transferability under applicable non- bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Trust Assets shall be deemed to have been retained by the applicable Debtor and the Litigation Trust Management shall be deemed to have been designated as a representative of such Debtors pursuant to section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Trust Assets on behalf of such Debtors; provided, that, the Parties shall continue to use commercially reasonable efforts at the cost and expense of the Litigation Trust to transfer such Trust Assets to the Litigation Trust and in the event that any such Trust Assets cannot be transferred to the Litigation Trust prior to the date which is six (6) months after the Effective Date, the Parties shall cooperate to reach a mutually agreeable, commercially reasonable arrangement designed to provide the Litigation Trust with the benefits of such Trust Assets that would have been obtained had such Trust Assets been transferred to the ...
Sample 1
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Transfer of Assets to the Trust. The Grantor assigns and transfers to the Trustee, and the Trustee, by the execution of this Agreement, acknowledges receipt from the Grantor of the assets described on SCHEDULE A, consisting entirely of common stock of Independence Federal Savings Bank (the "Assets"). The Assets, together with any additions thereto, shall constitute the "Trust Estate." The term Trust Estate shall also include any other property which the Grantor or any other persons transfer to the Trustee, as well as the proceeds from the sale or investment of such Assets, and the securities or other assets in which such proceeds may be invested and reinvested, in accordance with the terms of this Agreement.
Sample 1

Related to Transfer of Assets to the Trust

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • 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):

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