Transferor Assets definition

Transferor Assets means the assets and properties of the Business.
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Transferor Assets is defined in Section 2.1 of the Purchase Agreement.
Sample 1
Transferor Assets means all right, title and interest to one hundred percent (100%) of the Company including all right, title and interest to one hundred percent (100%) of Grow Factory GmbH.
Sample 1

Examples of Transferor Assets in a sentence

  • In consideration for the Transferor Assets, Purchaser shall, on the Closing Date, pay to Transferor the Receivables Purchase Price.

  • Transferor will pay all expenses incident to the performance of its obligations under this Agreement and all expenses in connection with the perfection as against third parties of Purchaser’s right, title and interest in and to the Transferor Assets and Purchaser agrees to pay expenses incident to the performance of its obligations under this Agreement.

  • Transferor has the power, authority and legal right to execute and deliver this Agreement and to carry out its terms and to sell and assign the Transferor Assets; and the execution, delivery and performance of this Agreement has been duly authorized by Transferor by all necessary action.

  • The Transferor is duly qualified to do business as a foreign corporation and is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and in which the failure to do so would materially and adversely affect the Purchaser’s performance of its obligations under, the validity or enforceability of, this Agreement or the Transferor Assets.

  • Except for the conveyances hereunder, Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Transferor Assets or any interest therein, and Transferor shall defend the right, title, and interest of Purchaser and the Issuer in and to the Transferor Assets against all claims of third parties claiming through or under Transferor.

  • Purchaser is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Purchaser's ability to acquire the Transferor Assets, or the validity or enforceability of the Transferor Assets or to perform Purchaser's obligations hereunder and under the Transaction Documents.

  • The Transferor is duly qualified to do business as a foreign limited liability company and is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and in which the failure to do so would materially and adversely affect the Purchaser’s performance of its obligations under, the validity or enforceability of, this Agreement or the Transferor Assets.

  • Notwithstanding the foregoing the Transferor intends on treating the sale of the Transferor Assets to the Purchaser as a financing for accounting purposes.

  • All fees or expenses incurred in connection with this transaction by the Transferor or any of the Companies (other than to the extent included in the Transferor Assets) shall be allocated to and borne by the Transferor, and not such companies individually.

  • Transferor has the power, authority and legal right to execute and deliver this Agreement and to carry out its terms and to sell and assign the Transferor Assets; and the execution, delivery and performance of this Agreement has been duly authorized by Transferor by all necessary limited liability company action.


More Definitions of Transferor Assets

Transferor Assets means the Emerald Assets if Emerald is the Transferor or the Liberty Assets if Liberty is the Transferor.
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Related to Transferor Assets

  • Transferor Company means a company that conveys an interest in shares.

  • Transferor Certificate As defined in Section 5.02(b).

  • Transferor Interest has the meaning specified in the Transfer Agreement.

  • Transferor Amount means (a) prior to the Certificate Trust Termination Date, the "Transferor Amount" under (and as defined in) the Pooling and Servicing Agreement and (b) on and after the Certificate Trust Termination Date, the "Transferor Amount" as defined in Annex A to the Indenture. For purposes of determining the Transferor Amount on any date of determination, any amount deposited into the Principal Account in respect of a Potential Shortfall shall be deemed not to be on deposit in the Principal Account.

  • Transfer Assets means both the Movable Assets and immovable assets, fully operational and functional, of the Project which are necessary or required for the performance of services and such other assets as Concessionaire procures in accordance with the provisions of this Agreement and shall specifically include all land, property and structures thereupon acquired during the term, all equipment and services, furnishings, etc. in relation to the operation of the Project, as existing on the date of Termination.

  • Transferor Letter As defined in Section 5.03(n).

  • Minimum Transferor Interest means, with respect to any period, --------------------------- 7% of the average of the aggregate amount of Principal Receivables for such period.

  • Transferor Percentage means 100% minus (a) the Floating Allocation Percentage, when used at any time with respect to Finance Charge Receivables and Defaulted Receivables, or (b) the Principal Allocation Percentage, when used at any time with respect to Principal Receivables.

  • Series Required Transferor Amount means an amount equal to 7% of the Invested Amount.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

  • Servicing Rights means rights of any Person, to administer, service or subservice, the Purchased Assets or to possess related Servicing Records.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • REMIC I Assets All of the Mortgage Pool Assets.

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

  • Receivable Interest means, at any time, an undivided percentage ownership interest in (i) all then outstanding Pool Receivables arising prior to the time of the most recent computation or recomputation of such undivided percentage interest pursuant to Section 2.03, (ii) all Related Security with respect to such Pool Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables. Such undivided percentage interest shall be computed as

  • Asset Interest is defined in Section 2.1(b).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Retained asset account means any mechanism whereby the settlement of proceeds payable under a policy or contract is accomplished by the insurer or an entity acting on behalf of the insurer depositing the proceeds into an account with check or draft writing privileges, where those proceeds are retained by the insurer or its agent, pursuant to a supplementary contract not involving annuity benefits other than death benefits.

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Principal Receivables means all Receivables other than Finance Charge Receivables.

  • Taxable Property means all Assessor’s Parcels which are not Exempt Property.

  • SUBI has the meaning set forth in the Recitals.

  • Purchased Assets has the meaning set forth in Section 2.1.