Assets Sold definition
Examples of Assets Sold in a sentence
Prior to the destruction of any books and records relating to the Assets Sold, the party in possession of such books and records shall offer them to the other party hereto.
Seller delivers herewith a computer file or microfiche list containing a true and complete list of the Loan Assets Sold and assigned hereunder, identified by account number, Obligor and Outstanding Balance as of the Cut—Off Date.
The Bank is the sole owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and has good and valid title to the Assets Sold.
The Seller delivers herewith a computer file containing a true and complete list of the Loan Assets Sold and assigned hereunder, identified by account number, the related Obligor and Principal Balance as of the Cut–Off Date.
Within twenty (20) days after the Final Purchase Price Allocation is determined, Seller shall send to Purchaser a draft of Internal Revenue Service Form 8594 containing Seller’s allocation, under United States Internal Revenue Code (“IRC”) section 1060, of the Purchase Price among the Sold Assets, Sold Shares, and Sold JV Shares (which allocation will be consistent with the Final Purchase Price Allocation).
Upon consummation of the transactions contemplated by this Agreement and subject to the receipt of the consents and authorizations referred to in Sections 7.10 and 7.12, the Purchaser will acquire good title to or the legally enforceable right to use, as the case may be depending upon the nature of the applicable Asset Sold and subject to the Permitted Liens, all the properties and assets included in the Assets Sold.
On and after the Closing Date, the Bank shall (i) give such further assurances to NOVA and execute, acknowledge and deliver all such acknowledgments and other instruments and take such further action as NOVA may reasonably request to effectuate the transactions contemplated by this Agreement, including the transfer of the Assets Sold and assumption of the Assumed Liabilities, and (ii) use all reasonable efforts to assist NOVA in the orderly transition referred to in Article III.
The Purchaser represents and warrants as follows to the Seller and acknowledges and confirms that the Seller is relying upon the following representations and warranties in connection with the sale by the Seller of the Assets Sold and the assumption by the Purchaser of the Assumed Liabilities.
There shall have been no adverse change in the ----------------- business, operating results or financial condition of the Assets Sold or the Merchant Business between the date hereof and the Closing Date which is likely to result in a Seller Material Adverse Effect.
Seller is the owner of all rights, title and interest in and to the Assets Sold, free and clear of all title defects or objections, assignments, liens, encumbrances of any nature whatsoever, restrictions, security interests, rights of third parties, or other liabilities, and have good and valid title to the Assets Sold.