Common use of Purchase and Sale of Assets Assumption of Liabilities Clause in Contracts

Purchase and Sale of Assets Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey, and deliver to Purchaser, free and clear of all Encumbrances, except for Permitted Liens, all of Seller’s right, title, and interest in and to, and obligations with respect to, the Assets and the Liabilities. (b) Notwithstanding anything in this Agreement to the contrary, except as expressly provided in (a) above, Purchaser shall not assume or have any liability for, and Purchaser does not undertake to assume or discharge, any liability or obligation of Seller of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued in the financial statements of Seller (the “Retained Liabilities”), and Seller shall retain all such Retained Liabilities. (c) The sales, purchases, transfers, assumptions, leases, and other acts made or taken at the Closing will be made or taken to be effective as of the Close of Business, notwithstanding the time of the Settlement Payment. Seller shall be responsible for the Branches and the operation thereof until the Close of Business. The Close of Business shall be the relevant cutoff time for purposes of the proration described in Section 5.16(b), and any amounts to be paid in accordance with Section 5.16(b) shall be paid contemporaneously with the Final Settlement Payment.

Purchase and Sale of Assets Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase Closing the Assets and (ii) assume the Liabilities, and Seller Company shall sell, convey, assign, transfer, convey, transfer and deliver to PurchaserBuyer, free and clear of all Encumbrances, except for Permitted LiensBuyer shall purchase and accept from the Company, all of Seller’s the Company's right, title, title and interest in and to, as of the Closing Date, the following assets (collectively, the "Assets"): (i) the Servicing Rights; (ii) the LIS Shares; (iii) the REO; (iv) the Accounts Receivable; (v) the FF&E; (vi) the Contracts; (vii) the Records; (viii) the Custodial Accounts and the Escrow Funds; (ix) the Trade Names; (x) the Investments and the Other Assets; and (xi) the Turkey Pile Loans. (b) It is understood and agreed that Buyer is not acquiring from the Company, and the Company shall retain ownership of, all right, title and interest in and to, any property or asset which is not being transferred pursuant to this Section 2.1 (collectively, the "Excluded Assets"). (c) Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise provided herein, on the Closing Date, the Company shall assign to Buyer, and Buyer shall accept and assume from the Company, and Buyer agrees to pay, honor, perform and discharge all obligations with respect to, and shall be solely and exclusively liable for (except to the Assets extent indemnifiable pursuant to Article VII hereof), all of the liabilities and obligations of the Company that arise under or relate to (i) the Servicing Rights, (ii) the Contracts, and (iii) those liabilities which comprise the general ledger accounts of the Company set forth on Schedule VII hereto (the "Scheduled Liabilities"), in each case which liabilities and obligations become due and payable on or after the Closing Date (the "Assumed Liabilities"). (bd) Notwithstanding anything in this Agreement to the contraryIt is understood and agreed that, except as expressly provided set forth in (a) abovethis Agreement, Purchaser Buyer shall not assume or have any liability for, and Purchaser does not undertake to assume or discharge, any liability or obligation of Seller of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued in the financial statements of Seller (the “Retained Liabilities”), and Seller shall retain all such Retained Liabilities. (c) The sales, purchases, transfers, assumptions, leases, and other acts made or taken at the Closing will be made or taken to be effective as of the Close of Business, notwithstanding the time of the Settlement Payment. Seller shall be responsible for the Branches and the operation thereof until the Close of Business. The Close of Business shall be the relevant cutoff time for purposes of the proration described in Section 5.16(b), and any amounts to be paid in accordance with Section 5.16(b) shall be paid contemporaneously with the Final Settlement Payment.not

Purchase and Sale of Assets Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur at the Closing, Purchaser shall Closing pursuant to this Agreement and other documentation in form and substance mutually acceptable to the parties: (ia) purchase the Assets and (ii) assume the Liabilities, and The Seller shall sell, assign, transfer, convey, convey and deliver to Purchaserthe Buyer, and the Buyer shall purchase, acquire and accept, all of the Seller’s right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances, except for Liens other than Permitted Liens, all of Seller’s right, title, and interest in and to, and obligations with respect to, the Assets and the Liabilities. (b) Notwithstanding anything in this Agreement to In connection with the contrarypurchase and sale of the Acquired Assets, except as expressly provided in (a) abovethe Buyer shall assume and thereafter pay, Purchaser shall not assume or have any liability for, perform and Purchaser does not undertake to assume or discharge, any liability or obligation of Seller of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become discharge when due, vested or unvestedas the case may be, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued in the financial statements of Seller (the “Retained Liabilities”), and Seller shall retain all such Retained Assumed Liabilities. (c) The salesIn consideration for the sale, purchasesassignment, transferstransfer and delivery of the Acquired Assets to the Buyer, assumptionsthe Buyer shall (i) pay or cause to be paid to the Seller $320,100,000 (the “Base Cash Consideration”), leasessubject to the adjustments set forth herein, and (ii) assume from the Seller, and thereafter pay, perform and discharge when due, as the case may be, the Assumed Liabilities. (d) If and to the extent that the Seller comes into the possession of, owns, controls, or otherwise holds any of the Acquired Assets after the Closing Date, the Seller shall hold or cause to be held the same in trust and promptly (i) notify the Buyer thereof in writing, (ii) take all commercially reasonable actions to transfer, assign, convey and deliver (or cause to be transferred, assigned, conveyed and delivered) to the Buyer such Acquired Asset, free and clear of all Liens, other acts made than Permitted Liens, and (iii) execute, acknowledge and deliver (or taken cause to be executed, acknowledged and delivered) to the Buyer such instruments of conveyance and transfer as are reasonably necessary to effectuate the transfer of such Acquired Asset as contemplated herein. (e) Notwithstanding anything to the contrary contained in this Agreement, if any Acquired Asset is not assignable or transferable to the Buyer without the consent of any Governmental Authority or third Person, and such consent has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an assignment or transfer thereof unless and until such consent is obtained. The Seller shall thereafter hold such asset for the use and benefit, insofar as legally permitted and reasonably possible, of the Buyer until the consummation of the transfer or assignment thereof (or as otherwise mutually determined by the parties hereto). In addition, the Seller shall use its commercially reasonable efforts to take such other actions as may reasonably be requested by the Buyer in order to place the Buyer, insofar as legally permitted and reasonably possible, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the Closing Date to the Buyer. Notwithstanding the foregoing, any such asset shall still be considered an Acquired Asset. Upon obtaining the requisite consent of any Governmental Authority or third Person, any Acquired Assets that were not assigned or transferred at the Closing will be made or taken to be effective as of the Close of Business, notwithstanding the time of the Settlement Payment. Seller shall be responsible for the Branches and the operation thereof until the Close of Business. The Close of Business shall be the relevant cutoff time for purposes of the proration described in Section 5.16(b), and any amounts to be paid in accordance with the terms of this Section 5.16(b2.01(e) shall be paid contemporaneously with promptly transferred and assigned to the Final Settlement PaymentBuyer.