Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):
(1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”);
(2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”);
(3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”);
(4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and
(5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sell...
Transferred Assets. Commencing on the Closing Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on the Closing Date that arose under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the Closing Date (“Initial Receivables”), (2) each Receivable in existence on any Business Day on or after the Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), (3) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Initial Receivables and Additional Receivables and (4) the Receivables Sale Agreement in respect of such Initial Receivables and Additional Receivables (collectively, the “Transferred Assets”). Receivables for Deferred Servicing Fees that are ineligible for financing under the Indenture will not be sold or transferred hereunder and shall not otherwise constitute “Receivables” for purposes hereof or any other Transaction Document. Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer and the Issuer shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.
Transferred Assets. Upon the terms and subject to the conditions contained herein, on the Closing Date, Tecumseh shall, or shall cause to be sold, conveyed, assigned, transferred or delivered, and shall cause the Asset Sellers to, sell, convey, assign, transfer and deliver, to the Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of the Purchaser as designated by the Purchaser), free and clear of all Liens, except for Permitted Exceptions, and the Purchaser shall purchase, acquire and accept from the Asset Sellers, all of the assets, properties, rights, licenses, Contracts (or portions thereof or rights thereunder) and businesses, of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased or licensed by the Asset Sellers and used in the conduct of the operation of the Acquired Business by the Asset Sellers as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet of such Asset Seller and not disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets of the Acquired Business acquired by the Asset Sellers after the Balance Sheet Date and prior to the Closing as permitted by this Agreement (collectively, the "Transferred Assets"), including all right, title and interest of the Asset Sellers in, to and under:
(a) all personal property and interests therein, including machinery, equipment, dies, tooling, molds, supplies, furniture, office equipment, software, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible personal property used or held for use in the conduct of the operation of the Acquired Business, including the items listed on Schedule 1.2.1(a);
(b) all raw materials, work-in-process, finished goods (including those in transit), supplies, components, service and replacement parts and other inventories used or held for resale in the conduct of the operation of the Acquired Business, together with related packaging materials;
(c) subject to Section 1.2.5, all rights under Contracts that relate to the Acquired Business (the "Assumed Contract Rights") listed on Schedule 1.2.1(c);
(d) the owned and leased real property listed on Schedule 1.2.1(d);
(e) all accounts, drafts, notes and other receivables that relate to the Acquired Business;
(f) all rights of the Asset Sellers relating to deposits and prepaid expenses, claims for...
Transferred Assets. The information contained in Schedule A is true, correct and complete in all material respects as of each such Conveyance Date.
Transferred Assets. For purposes of this Agreement, the term “Transferred Assets” shall mean the following assets, properties and rights of the Sellers, other than the Excluded Assets:
Transferred Assets. If the examination involves a plan with Transferred Assets and the Service determines that no new incidents of the failures that relate to the Transferred Assets occur after the end of the second plan year that begins after the corporate merger, acquisition, or other similar employer transaction, the sanction under Audit CAP will not exceed the sanction that would apply if the Transferred Assets were maintained as a separate plan.
Transferred Assets. The term “Transferred Assets” means plan assets that were received, in connection with a corporate merger, acquisition, or other similar employer transaction, by the plan in a transfer (including a merger or consolidation of plan assets) under § 414(l) from a plan sponsored by an employer that was not a member of the same controlled group as the Plan Sponsor immediately prior to the corporate merger, acquisition, or other similar employer transaction. If a transfer of plan assets related to the same employer transaction is accomplished through several transfers, then the date of the transfer is the date of the first transfer.
Transferred Assets. On the terms and subject to the conditions contained in this Agreement, at Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under the following Transferred Assets:
Transferred Assets. As of each Purchase Date, Schedule A is an accurate and complete listing of all the Transferred Assets hereunder as of such Purchase Date and the information contained therein with respect to the identity of such Transferred Assets and the amounts owing thereunder is true and correct as of the related Purchase Date.
Transferred Assets. The Transferred Assets include, without limitation, the following:
(a) all equipment, machinery, leasehold improvements, fixtures, computer hardware, business machines, communications equipment, furniture, supplies, fixed assets, and other tangible personal property (including spare and maintenance parts) used in or relating to the Business (the “Fixed Assets”) as set forth in Schedule 2.2(a) and miscellaneous kitchen equipment located at the premises at which the Business is conducted;
(b) all real property relating to the Business, including the real property leased thereunder;
(c) all inventories (raw materials, including but not limited to food and beverage at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, paper and supplies-in-transit that were ordered in the ordinary course of business) of the Business (the “Inventories”) as set forth in Schedule 2.2(c);
(d) deposits with landlords, utilities, or any other vendor as set forth on Schedule 2.2(d) (the “Deposits”);
(e) all “general intangibles” (as defined in the Uniform Commercial Code);
(f) all Intellectual Property Assets as set forth in Section 4.12(a) of the Disclosure Schedule;
(g) all Permits used in or related to the Business as set forth in Section 4.15(b) of the Disclosure Schedule;
(h) all rights and incidents of interest of Seller or the Business in and to any Contracts other than Excluded Contracts, including without limitation, those Contracts listed in Schedule 2.2(h) (the “Assigned Contracts”);
(i) all claims, causes of action and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent to the extent related to the Transferred Assets as set forth in Schedule 2.2(i);
(j) all of the following which pertain to the Transferred Assets, Assumed Liabilities or the Business: books, records, manuals and other materials, files, originals and copies of all Assigned Contracts, purchase orders, invoices, items of payment, tax receipts (but only related to those Taxes for which the Buyer could have liability after the Closing), computer tapes, disks, other storage media and records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer lists, vendor and supplier lists, financial records, mailing lists, lists of customers and suppliers, distribution lists, photogra...
