TSA Assets definition
Examples of TSA Assets in a sentence
Except for the Affiliate Assets and the TSA Assets, no Insider has any right in or to any of the assets and properties that are owned, used or held for use by the Company or its Affiliates with respect to the business of the Company except for the right to receive compensation for services rendered in the Ordinary Course.
To the extent any Company Property does not constitute Company Intellectual Property or TSA Assets (which are assigned or licensed to the Company pursuant to the Stock Purchase Agreement), Seller hereby assigns, and shall cause its Affiliates and its and their employees and subcontractors to assign, to Company all rights, title and interest in, to such Company Property.
Upon termination or expiration of this Agreement, Seller shall not have any further obligation with respect to any Services, or, except as expressly provided in this Agreement, any TSA Assets or Company Property, including any obligation to facilitate the Company’s or any of its Affiliates’ performance, use or maintenance of any Service or asset.
Funding LLC and Servicer shall, prior to the sale or transfer to a third party of any receivable, contract or invoice held in its custody, examine its computer and other records to determine that such receivable, contract or invoice is not part of the Transferred Receivables and TSA Assets transferred hereunder.
The representations and warranties described in this Section 4.1 shall survive the sale or contribution of the TSA Assets to Funding LLC, any subsequent assignment, contribution or sale of the TSA Assets by Funding LLC, and the termination of this Agreement and the other Transaction Documents and shall continue until the payment in full of all TSA Assets.
Maintain and implement, or cause to be maintained or implemented, administrative and operating procedures reasonably necessary or advisable for the collection of amounts owing on all Transferred Receivables, and, until any delivery to Funding LLC, keep and maintain, or cause to be kept and maintained, all documents, books, records and other information reasonably necessary or advisable for the collection of amounts owing on all such Transferred Receivables and other TSA Assets with respect thereto.
SRC has caused all Obligors on the Transferred Receivables to be sold or contributed by it hereunder to be instructed to submit all payments on the Transferred Receivables and TSA Assets directly to one of the Lock-Box Accounts.
In order to evidence the interests of Issuer under the Transfer and Servicing Agreement, SRC shall, from time to time take such action, or execute and deliver such instruments as may be necessary or advisable (including such actions as are reasonably requested by the Issuer or the Indenture Trustee) to maintain and perfect, as a first-priority interest, Indenture Trustee’s security interest in the TSA Assets.
The parties hereto intend that each TSA Transfer shall constitute a purchase and sale, as applicable, by SRC to Funding LLC and not a loan by Funding LLC to SRC secured by the TSA Assets.
Upon termination or expiration of this Agreement, Seller shall not have any further obligation with respect to any Services, or, except as expressly provided in this Agreement, including this Section 7.3, any TSA Assets or Company Property, including any obligation to facilitate the Company’s or any of its Affiliates’ performance, use or maintenance of any Service or asset.