Purchase of Asset Interest Sample Clauses

Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to Section 2.1(a). The Agent’s right, title and interest in and to such Receivables and all other Affected Assets (on behalf of the Investors) hereunder is herein called the “Asset Interest”. Each Investment hereunder shall be made by the Investor Groups pro rata according to their respective Investor Group Percentages. The Agent shall hold the Asset Interest on behalf of the Investors in each Investor Group in accordance with the respective portions of the Net Investment funded by that Investor Group from time to time. Within each Investor Group, the Agent shall hold the applicable Investor Group Percentage of the Asset Interest on behalf of the Investors in that Investor Group in accordance with the respective outstanding portions of the Net Investment funded by them.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a). The Funding Agents’ right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from time to time. To the extent a Funding Agent holds the Asset Interest on behalf of the Related Alternate Investors, such Funding Agent shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a). The Agent’s right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Agent shall hold the Asset Interest on behalf of the Conduit Investors and the Alternate Investors, as applicable pro rata in accordance with their respective Investor Percentages.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Conduit Investor, the Alternate Investors and/or the Letter of Credit Bank, as applicable) hereby purchases and accepts from the Originator the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a). The Agent’s right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Agent shall hold the Asset Interest on behalf of the Conduit Investor, the Alternate Investors and the Letter of Credit Bank in accordance with the Conduit Investor Percentage, the Alternate Investor Percentage and the Letter of Credit Bank Percentage, respectively, from time to time. To the extent the Agent holds the Asset Interest on behalf of the Alternate Investors, the Agent shall hold the Alternate Investor Percentage of the Asset Interest on behalf of the Alternate Investors pro rata in accordance with their respective outstanding portions of the Net Investment funded by them.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent (on behalf of the applicable Secured Parties) hereby purchases and accepts from the Seller, all of the Seller’s right, title and interest in, to and under the Receivables and all other Affected Assets sold, conveyed, transferred and assigned pursuant to Section 2.1(a). The Administrative Agent’s right, title and interest in and to the Receivables and all other Affected Assets is herein called the “Asset Interest”. The Administrative Agent shall hold the Asset Interest (i) on behalf of the Conduit Purchasers and/or the Alternate Purchasers, as applicable, in accordance with the Conduit Purchaser Percentage and the Alternate Purchaser Percentage, respectively, from time to time and (ii) on behalf of the Insurer and any other Secured Parties, in each case, to secure payment of all amounts owed from time to time to the Secured Parties under the Transaction Documents and each Raytheon Entity’s performance of its obligations under the Transaction Documents. To the extent the Administrative Agent holds the Asset Interest on behalf of the Alternate Purchasers, except as otherwise provided in Section 3.3(b), the Administrative Agent shall hold the Alternate Purchaser Percentage of the Asset Interest on behalf of each Alternate Purchaser pro rata in accordance with its respective outstanding portion of the Net Investment funded by such Alternate Purchaser.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Conduit Investors or the related Alternate Investors, as applicable) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a). The Agent’s right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”. The Agent shall hold the Asset Interest on behalf of the Conduit Investors or the Alternate Investors, as applicable in accordance with the Conduit Investor Percentage and the Alternate Investor Percentage, respectively, from time to time. Except as otherwise provided herein, the Agent shall hold the Conduit Investor Percentage and/or the Alternate Investor Percentage of the Asset Interest on behalf of the Conduit Investors and/or the Alternate Investors, as applicable pro rata in accordance with their respective outstanding portions of the related Class Net Investment funded by them.
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Purchase of Asset Interest. Subject to the terms and conditions hereof, the Agent (on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to Section 2.1(a). The Agent’s right, title and interest in and to such Receivables and all other Affected Assets (on behalf of the
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Related to Purchase of Asset Interest

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15

  • Sale and Purchase of Assets (a) At Closing, Sellers shall convey, sell, transfer, assign and deliver unto Purchaser and its successors and assigns forever, all of the right, title and interest of Sellers in the following properties and assets owned, used or held for use by Sellers in connection with the Acquired Business or, to the extent relating to the Acquired Business, by any affiliates of Sellers (hereinafter sometimes collectively referred to as the "Purchased Assets"): (i) all tangible personal property used or held for use exclusively in connection with the Acquired Business, including without limitation all machinery, equipment, parts, tooling, vehicles, furniture, leasehold improvements, fixtures, office equipment, supplies and other items of tangible Personal property owned by Sellers and used or held for use exclusively in connection with the Acquired Business, including without limitation all such personal property located in, at or on the Purchaser's facilities located in Roseland, New Jersey, and all of the Sellers' rights and benefits under any leases and with respect to any of the foregoing items, all of the material foregoing items having been described on Schedule 1.1(a)(i) hereto (collectively, the "Equipment"); (ii) all intangible assets, including without limitation the brand names, trademarks, copyrights and registrations and applications for registrations thereof listed on Schedule 1.1 (a) (ii) and all associated goodwill (the "Principal Trademarks") and any and all patents, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with suppliers (including without limitation suppliers of raw materials), customers, authors and designers, sales literature, inventions, formulae, technology, UPC codes, processes and computer software, used or held for use exclusively in connection with the Acquired Business and all licenses, agreements, applications and registrations with respect to any of the foregoing, together with any goodwill associated therewith (collectively with the Principal Trademarks, the "Intellectual Property"); (iii) all rights and benefits of Sellers under all contracts, leases, agreements, licenses, commitments (collectively, "Contracts") (i) described on Schedule 3.1(j) hereto or (ii) that (A) relate exclusively to the Acquired Business, (B) under the terms of this Agreement are not required to be disclosed pursuant to Section 3.1(j), and (C) have been entered into in the ordinary course of the Acquired Business and are consistent in nature and scope with past practices of the Acquired Business (collectively, the "Assumed Contracts"), provided, however, that the Assumed Contracts shall not include the Contracts identified on Schedule 1.1(a)(iii) hereto (the "Seller Contracts"); (iv) except as provided in Section 7.11, all inventory held for resale and all raw materials, work in process, finished products, shipments in transit, wrapping, supply and packaging items related exclusively to the Acquired Business (collectively, the "Inventory"); (v) all licenses, authorizations, permits and other approvals issued by any governmental agency, public or self-regulatory authority, and all applications therefor pending, used or held for use exclusively in connection with the Acquired Business; (vi) all blueprints, designs, drawings, patterns, specifications, work plans and scheduling procedures, exclusively related to, or exclusively required or used in connection with, the production of products and products in development of the Acquired Business; (vii) all books, records, files and correspondence (whether in original or photostatic form) to the extent used or held for use in connection with, or relating to the Acquired Business, including lists of past customers and suppliers; (viii) all goodwill associated with or attributable to the Acquired Business; and (ix) any other tangible asset owned by Sellers and used or held for use exclusively in connection with the Acquired Business which is necessary to operate the Acquired Business as presently conducted (other than the Excluded Assets, as hereafter defined). (b) To the extent any asset of the type set forth in Section 1.1(a), other than any Excluded Assets, related exclusively to the Acquired Business is owned, used or held for use by any affiliate of Seller, such asset is included with the term "Purchased Assets" and Sellers shall cause such affiliate to convey such assets to Purchaser on the Closing Date in accordance with the provisions of this Agreement. (c) Notwithstanding the provisions of Section 1.1(a), the Purchased Assets shall not include any right, title or interest of Sellers or their affiliates in, to or under any of the following properties, assets or items (collectively, the "Excluded Assets"): (i) cash, including bank balances and bank accounts, cash equivalents and similar type items on hand on the Closing Date; (ii) all accounts and notes receivable (including without limitation any claims, remedies, and other rights related thereto) entered into prior to the Closing Date and relating to the Acquired Business; (iii) the Tax returns of Seller; (iv) all refunds of Taxes to the extent that Taxes being refunded were an Excluded Liability; (v) the articles or certificate of incorporation and by-laws of Sellers and the corporate minutes, corporate seals and stock books of Sellers; (vi) all refunds, deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (vii) all rights to insurance or indemnity, and all claims, causes of action, rights of recovery or set-off of any kind and against any person, relating to or covering the Acquired Business before the Closing or related to the Excluded Assets; and (viii) any franchise tax or sales and use permits of Sellers.

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Sale or Lease of Assets Within any period of four consecutive fiscal quarters, the Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets, business or operations with a net book value in excess of 25% of Total Assets as calculated as of the end of the most recent such fiscal quarter.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.