Common use of Transfer of Purchased Assets Clause in Contracts

Transfer of Purchased Assets. (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) The ownership of and title to such Purchased Assets Asset shall be soldtransferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, conveyedif not specified therein, transferred, assigned and deliveredin the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to Seller’s right to repurchase such Asset as set forth in this Agreement. Subject to this Agreement, during the Assumed Liabilities shall be assumedFunding Period, pursuant Seller may sell to transfer Buyer, repurchase from Buyer and assumption agreements re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and such other instruments in such form as may be necessary or appropriate to effect a conveyance sub-servicer (if any) of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubtand, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more Date, Buyer will appoint Xxxxx as Servicer in accordance with the terms of the Other Sellers, as appropriate, Servicing Agreement and Purchaser Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare be separated from the Purchased Assets for relocation under this Agreement, and relocate such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the Purchased Assets from Business Facilities at which such Purchased Assets are then located; meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (iiy) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses a security agreement or other arrangement or other credit enhancement related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designateRepurchase Documents.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) The ownership of and title to such Purchased Assets Asset shall be soldtransferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, conveyedif not specified therein, transferred, assigned and deliveredin the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller's right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to the Assumed Liabilities shall be assumedrepurchase right set forth in this Agreement. Subject to this Agreement, pursuant during the Funding Period, Seller may sell to transfer Buyer, repurchase from Buyer and assumption agreements re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and such other instruments in such form as may be necessary or appropriate to effect a conveyance sub-servicer (if any) of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubtand, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more Date, Buyer has appointed Xxxxx as Servicer in accordance with the terms of the Other Sellers, as appropriate, Servicing Agreement and Purchaser Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare be separated from the Purchased Assets for relocation under this Agreement, and relocate such Servicing Rights and other servicing provisions of this Agreement constitute (x) "related terms" under this Agreement within the Purchased Assets from Business Facilities at which such Purchased Assets are then located; meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (iiy) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses a security agreement or other arrangement or other credit enhancement related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designateRepurchase Documents.

Transfer of Purchased Assets. (a) The On the Purchase Date for each Purchased Assets shall be sold, conveyed, transferred, assigned and deliveredAsset, and subject to the Assumed Liabilities shall be assumedsatisfaction of all applicable conditions precedent in Article 6, pursuant (a) ownership of and title to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities Asset shall be transferred to and vest in Buyer or conveyed its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Schedule 2 (or if not specified therein, in the related Confirmation or as directed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”Seller), and assignments (b) Seller hereby sells, transfers, conveys and assigns to Buyer all of Seller’s right, title and interest (but no Retained Interests) in substantially and to the form attached hereto as Exhibit C (related Purchased Assets. Subject to this Agreement, during the “Transferred Business Intellectual Property Rights Assignments”)Funding Period, Seller may sell to Buyer, repurchase from Buyer and where necessary such re-sell Eligible Assets to Buyer, but may not substitute other agreements as may be necessary or appropriate to effect the purchase and assignment of the Eligible Assets for Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriateAssets. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of Upon the transfer of Purchased Assets any Underlying Entity Equity Interests to Buyer as set forth herein and until termination of any related Transactions as set forth herein, ownership of such Underlying Entity Equity Interests held by Seller shall be vested in the Buyer; provided that Buyer shall only be deemed to have all rights of Seller (and none of the obligations of Seller) thereunder. It is a condition precedent of each Transaction that each Trust Certificate be certificated and be re-registered in Buyer’s name. It is the intent of the parties that the transfers to Buyer provided for hereby shall be deemed to be “assignments” of the Grantor Trust Interests and the Pass-Through Trust Interests and that such assignments be governed by and treated accordingly as such under the terms of the Governing Documents of the Grantor Trust and the Pass-Through Trust, respectively. Nothing set forth in any Underlying Entity Agreement shall be deemed to require any further consent, notice, execution of documents or instruments, or any portion other action by Seller or Buyer or any other Person to effectuate the admission of Buyer or its assignee or designee as the beneficial owner and registered holder of any of them to such location as Purchaser shall designatethe Trust Certificates.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) The ownership of and title to such Purchased Assets Asset shall be soldtransferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, conveyedif not specified therein, transferred, assigned and deliveredin the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset. Subject to this Agreement, during the Assumed Liabilities shall be assumedFunding Period, pursuant Seller may sell to transfer Buyer, repurchase from Buyer and assumption agreements re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and such other instruments in such form as may be necessary or appropriate to effect a conveyance sub-servicer (if any) of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubtand, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more Date, Buyer will appoint Trimont to act as Servicer in accordance with the terms of the Other Sellers, as appropriate, Servicing Agreement and Purchaser Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare be separated from the Purchased Assets for relocation under this Agreement, and relocate such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the Purchased Assets from Business Facilities at which such Purchased Assets are then located; meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (iiy) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses a security agreement or other arrangement or other credit enhancement related to the acquisition Repurchase Documents. To the extent any additional limited liability company is formed by a Division of Seller (and without prejudice to Sections 8.01 and 9.01 hereof), Seller shall cause each such Division LLC to sell, transfer, convey and assign to Buyer on a servicing released basis and for no additional consideration all of each such Division LLC’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights in the same manner and to the same extent as the sale, transfer, conveyance and assignment by Seller on each related Purchase Date of all of Seller’s right, title and interest in and to each Purchased Assets and the Transferred Business Intellectual Property Asset, together with all related Servicing Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) The ownership of and title to such Purchased Assets Asset shall be soldtransferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, conveyedif not specified therein, transferred, assigned and deliveredin the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to the Assumed Liabilities shall be assumedrepurchase right set forth in this Agreement. Subject to this Agreement, pursuant during the Funding Period, Seller may sell to transfer Buyer, repurchase from Buyer and assumption agreements re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and such other instruments in such form as may be necessary or appropriate to effect a conveyance sub-servicer (if any) of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubtand, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more Date, Buyer will appoint Wxxxx as Servicer in accordance with the terms of the Other Sellers, as appropriate, Servicing Agreement and Purchaser Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare be separated from the Purchased Assets for relocation under this Agreement, and relocate such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the Purchased Assets from Business Facilities at which such Purchased Assets are then located; meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (iiy) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses a security agreement or other arrangement or other credit enhancement related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designateRepurchase Documents.

Transfer of Purchased Assets. On the Purchase Date for each Purchased Asset, and subject to the satisfaction of all applicable conditions precedent in Article 6, (a) The ownership of and title to such Purchased Assets Asset shall be soldtransferred to and vest in Buyer or its designee against the simultaneous transfer of the Purchase Price to the account of Seller specified in Annex 2 (or, conveyedif not specified therein, transferred, assigned and deliveredin the related Confirmation or as directed by Seller), and (b) Seller hereby sells, transfers, conveys and assigns to Buyer on a servicing released basis all of Seller’s right, title and interest (but no Retained Interests) in and to such Purchased Asset, subject to the Assumed Liabilities shall be assumedrepurchase right set forth in this Agreement. Subject to this Agreement, pursuant during the Funding Period, Seller may sell to transfer Buyer, repurchase from Buyer and assumption agreements re-sell Eligible Assets to Buyer, but Seller may not substitute other Eligible Assets for Purchased Assets. Buyer has the right to designate the servicer and such other instruments in such form as may be necessary or appropriate to effect a conveyance sub-servicer (if any) of the Purchased Assets Assets. Buyer will permit WF Servicer and an assumption C-III Servicer to act as Servicers in accordance with the terms of the Assumed Liabilities in the jurisdictions in which such transfers applicable Servicing Agreement and Article 17. The Servicing Rights and other servicing provisions under this Agreement are not severable from or to be made. For the avoidance of doubt, Seller and Purchaser agree that where separated from the Purchased Assets under this Agreement, and Assumed Liabilities may be transferred such Servicing Rights and other servicing provisions of this Agreement constitute (x) “related terms” under this Agreement within the meaning of Section 101(47)(A)(i) of the Bankruptcy Code and/or (y) a security agreement or conveyed other arrangement or other credit enhancement related to the Repurchase Documents. To the extent any additional limited liability company is formed by way a Division of physical delivery or Seller (and without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer prejudice to Sections 8.01 and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”9.01 hereof), an assignment Seller shall cause each such Division LLC to sell, transfer, convey and assumption agreement assign to Buyer on a servicing released basis and for no additional consideration all of each such Division LLC’s right, title and interest in substantially and to each Purchased Asset, together with all related Servicing Rights in the form attached hereto same manner and to the same extent as Exhibit B (the “Assignment and Assumption Agreement”)sale, and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”)transfer, and where necessary such other agreements as may be necessary or appropriate to effect the purchase conveyance and assignment by Seller on each related Purchase Date of all of Seller’s right, title and interest in and to each Purchased Asset, together with all related Servicing Rights.” (d) Section 5.01 of the Purchased Assets and Assumed Liabilities Repurchase Agreement is hereby amended by adding “(collectively, the “Ancillary Agreements”) and shall be executed no later than at or as a)” in front of the Closing by Seller or one or more of first sentence and adding the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. following new clause (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.end thereof: