Bill of Sale and Assignment and Assumption Agreements definition

Bill of Sale and Assignment and Assumption Agreements means the bill of sale and assignment agreements to be entered into on the Closing Date by the Purchaser or a Purchasing Entity and each Seller in substantially the forms attached hereto as Exhibits X-0, X-0, X-0, X-0 and A-5. “Business” means the business to the extent relating to, arising from or conducted using the Purchased Assets and Assumed Liabilities, whether conducted by the Purchaser, the Sellers or their respective Affiliates, after the Closing (including, without limitation, for the period after the Closing, the business conducted by the Sellers on behalf of the Purchaser pursuant to Section 2.11) or, for purposes of measuring historical performance, by the Sellers or their respective Affiliates prior to the Closing. “Business Day” means any day other than Saturday, Sunday or any day on which banking institutions in New York City are closed either under applicable Law or action of any Governmental Authority. “Cash and Cash Equivalents” means cash, checks, money orders, marketable securities, short- term instruments and other cash equivalents net of outstanding checks, overdrafts and deposits in transit.
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Bill of Sale and Assignment and Assumption Agreements has the meaning Section 2.8(a)(iii) specifies.
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Bill of Sale and Assignment and Assumption Agreements means any Bill of Sale and Assignment and Assumption Agreement to be executed by the parties thereto (or their respective Subsidiaries, as applicable) on the Closing Date, in each case in the form of Exhibit B (with such changes to reflect a transfer by a Seller Subsidiary or any permitted assignment under Section 11.07 and Section 2.01(e)).
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Examples of Bill of Sale and Assignment and Assumption Agreements in a sentence

  • The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for approval of the Sale Notice, the Lease Sale Agreement, and the Sale Transaction and in entering into the Lease Sale Agreement and related Bill of Sale and Assignment and Assumption Agreements (the “Related Agreements”).

  • At the Closing, Sellers shall, pursuant to the Sale Order and the Bill of Sale and Assignment and Assumption Agreement(s), assume and assign to Purchaser (the consideration for which is included in the Purchase Price) all Assigned Contracts that may be assigned by any such Seller to Purchaser pursuant to sections 363, 364(f) and 365 of the Bankruptcy Code, subject to adjustment pursuant to Section 1.5(b).

  • At the Closing, Buyer and Seller will execute and deliver a Bill of Sale and Assignment and Assumption Agreement, as appropriate ix xxe form of Exhibit A (the "Bill of Sale and Assignment and Assumption Agreements").

  • The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for approval of the Sale Notice, the Lease Sale Agreement, and the Sale Transaction and in entering into the Lease Sale Agreement and related Bill of Sale and Assignment and Assumption Agreements (the “Related Agreement”).


More Definitions of Bill of Sale and Assignment and Assumption Agreements

Bill of Sale and Assignment and Assumption Agreements means, collectively (i) the bill of sale and assignment and assumption agreement in respect of the Transferred Assets (other than the Irish Assets and Business) and the Assumed Liabilities related thereto, dated as of the Closing Date, by and between the Sellers and Purchaser, substantially in the form attached hereto as Exhibit A-1 and (ii) the bill of sale and assignment and assumption agreement in respect of the Irish Assets and Business and the Assumed Liabilities related thereto, dated as of the Closing Date, by and between Casa Ireland and Purchaser (or its designee), substantially in the form attached hereto as Exhibit A-2.
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Related to Bill of Sale and Assignment and Assumption Agreements

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).

  • Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

  • nment and Assumption means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of E xhibit A or any other form approved by the Administrative Agent.

  • Affiliated Lender Assignment and Assumption means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Committed Lender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Conveyancing and Assumption Instruments means, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

  • Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Permitted Loan Purchase Assignment and Acceptance means an assignment and acceptance entered into by a Lender as an Assignor and Holdings, the Borrower or any of the Subsidiaries as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit F or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed).

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Designated Borrower Request and Assumption Agreement has the meaning specified in Section 2.14.

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

  • Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.