Common use of Transfer of Contracts Clause in Contracts

Transfer of Contracts. 4.4.1 Upon this Scheme becoming effective, and with effect from the Appointed Date: (i) All the Contracts of the CLG Business Undertaking, including but not limited to contracts/ purchase orders with customers and vendors, and all contracts (including contracts pending for renewal or for fresh allocation of capacity), deeds, bonds, lease deeds, agreements entered into with various persons including independent consultants, Subsidiaries/ Step- Down Subsidiaries, associate/ joint venture companies and other shareholders of such Subsidiaries/ Step-Down Subsidiaries, associate/ joint venture companies, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the CLG Business Undertaking, shall be deemed to constitute separate contracts, thereby relating to and/or benefiting the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Transferee Company insofar as it is permissible so to do, till such time the transfer is effected. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

Transfer of Contracts. 4.4.1 Upon (a) Subject to the terms and conditions of this Scheme becoming effectiveAgreement, the Seller hereby irrevocably and with effect from unconditionally transfers, assigns, sets over and otherwise conveys to the Appointed Date: (i) All Trust by execution of an Assignment substantially in the Contracts form of Exhibit A hereto all right, title and interest of the CLG Business UndertakingSeller in and to (1) the Initial Contracts (including, including but not limited to contracts/ purchase orders with customers and vendorswithout limitation, the Collateral Security), and all contracts moneys payable thereon or in respect to the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior to the Initial Cutoff Date, (including contracts pending 2) the Insurance Policies on any Products securing an Initial Contract for renewal or for fresh allocation of capacity), deeds, bonds, lease deeds, agreements entered into with various persons including independent consultants, Subsidiaries/ Step- Down Subsidiaries, associate/ joint venture companies and other shareholders of such Subsidiaries/ Step-Down Subsidiaries, associate/ joint venture companies, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligiblecreditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (5) all items contained in the Contract Files, (6) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), and which (7) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Seller's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are subsisting deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller shall be deemed to have effect immediately before granted to the Effective DateTrust, and the Seller does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the CLG Business Undertaking, Owner Trustee shall be deemed to constitute separate contracts, thereby relating to and/or benefiting be the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust collateral agent for the benefit of the Transferee Company insofar as it is permissible so to do, till such time the transfer is effectedPerson. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

Transfer of Contracts. 4.4.1 Upon (a) Subject to the terms and conditions of this Scheme becoming effectiveAgreement, the Seller hereby irrevocably and with effect from unconditionally transfers, assigns, sets over and otherwise conveys to the Appointed Date: (i) All Trust by execution of an Assignment substantially in the Contracts form of Exhibit A hereto all right, title and interest of the CLG Business UndertakingSeller in and to (1) the Initial Contracts (including, including but not limited to contracts/ purchase orders with customers and vendorswithout limitation, the Collateral Security), and all contracts moneys payable thereon or in respect to the Initial Contracts, including any liquidation proceeds therefrom but excluding payments due on the Initial Contracts prior to the Initial Cutoff Date, (including contracts pending 2) the Insurance Policies on any Products securing an Initial Contract for renewal or for fresh allocation of capacity), deeds, bonds, lease deeds, agreements entered into with various persons including independent consultants, Subsidiaries/ Step- Down Subsidiaries, associate/ joint venture companies and other shareholders of such Subsidiaries/ Step-Down Subsidiaries, associate/ joint venture companies, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligiblecreditor of such Initial Contract and all blanket insurance policies to the extent they relate to the Initial Contracts, (3) the Transfer Agreement and each Subsequent Transfer Agreement, (4) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (5) all items contained in the Contract Files, (6) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon), and which (7) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Seller's right, title and interest in and to the Contracts and the Collateral Security pursuant to this Agreement and each Subsequent Transfer Instrument shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are subsisting deemed to be a pledge of security for contracts from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Seller shall be deemed to have effect immediately before granted to the Effective DateTrust, and the Seller does hereby grant to the Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all proceeds thereof, to secure the Secured Obligations, and that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, any Notes or the Secured Obligations, the security interest created hereby shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the CLG Business Undertaking, Owner Trustee shall be deemed to constitute separate contracts, thereby relating to and/or benefiting be the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust collateral agent for the benefit of the Transferee Company insofar as it is permissible so to do, till such time the transfer is effectedPerson. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

Transfer of Contracts. 4.4.1 Upon (a) Subject to the terms and conditions of this Scheme becoming effectiveAgreement, the Company hereby irrevocably and with effect from unconditionally transfers, assigns, sets over and otherwise conveys to the Appointed Date: Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Company in and to (i1) All the Contracts of (including, without limitation, the CLG Business Undertaking, including but not limited to contracts/ purchase orders with customers and vendorsCollateral Security), and all contracts moneys payable thereon or in respect to the Contracts, including any liquidation proceeds therefrom but excluding payments due on the Contracts prior to the Cut-off Date, (2) the Errors and Omissions Protection Policy as such policy relates to the Contracts, (3) all items contained in the Contract Files, (4) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including contracts pending for renewal or for fresh allocation of capacityall income thereon), deedsand (5) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance pursuant to this Agreement of the Company's right, bondstitle and interest in and to the Contracts shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, lease deedsif such conveyance is deemed to be a pledge of security for loans from the Certificateholders, agreements entered into with various persons including independent consultantsthe Noteholders or any other Persons (the "Secured Obligations"), Subsidiaries/ Step- Down Subsidiariesthe parties intend that the rights and obligations of the parties to the Secured Obligations shall be established pursuant to the terms of this Agreement and that the Company shall be deemed to have granted to the Trust, associate/ joint venture companies and other shareholders of such Subsidiaries/ Stepthe Company does hereby grant to the Trust, a perfected first-Down Subsidiariespriority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(5) above, associate/ joint venture companies, arrangements and other instruments of whatsoever natureall proceeds thereof, to which secure the Transferor Company is Secured Obligations, and that this Agreement shall constitute a party or security agreement under applicable law. If the trust created by this Agreement terminates prior to the benefit satisfaction of which the Transferor Company may be eligibleclaims of any Person under any Certificate, and which are subsisting any Note or have effect immediately before the Effective DateSecured Obligations, the security interest created hereby shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the CLG Business Undertaking, Owner Trustee shall be deemed to constitute separate contracts, thereby relating to and/or benefiting be the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust collateral agent for the benefit of the Transferee Company insofar as it is permissible so to do, till such time the transfer is effectedPerson. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

Transfer of Contracts. 4.4.1 Upon (a) Subject to the terms and conditions of this Scheme becoming effectiveAgreement, the Company hereby transfers, assigns, sets over and with effect from otherwise conveys to the Appointed Date: Trust by execution of an Assignment substantially in the form of Exhibit A hereto all right, title and interest of the Company in and to (i) All the home improvement contracts and promissory notes and home equity loans identified in the List of Contracts attached to the Agreement (including, without limitation, all related mortgages, deeds of trust and security deeds and any and all rights to receive payments on or with respect to the Initial Contracts due after the applicable Cut-off Date or Subsequent Cut-off Date in respect of the Subsequent Home Equity Contracts and the Subsequent Home Improvement Contracts, (ii) all rights under FHA Insurance in respect of each FHA-Insured Contract, (iii) all rights under any hazard, flood or other individual insurance policy on the real estate securing an Initial Contract for the benefit of the creditor of such Initial Contract, (iv) all rights the Company may have against the originating contractor or lender with respect to Initial Contracts originated by a contractor or lender other than the Company, (v) all rights under the Errors and Omissions Protection Policy and the Fidelity Bond as such policy and bond relate to the Initial Contracts, (vi) all rights under any title insurance policies, if applicable, on any of the properties securing Initial Contracts, (vii) all documents contained in the Contract Files relating to the Initial Contracts, (viii) the Trust Accounts and all funds on deposit therein from time to time and all investments and proceeds thereof (including all income thereon) and (ix) all proceeds and products of the foregoing. (b) Although the parties intend that the conveyance of the Company's right, title and interest in and to the Contracts pursuant to this Agreement shall constitute a purchase and sale and not a pledge of security for loans from the Certificateholders and/or the Noteholders, if such conveyances are deemed to be a pledge of security for loans from the Certificateholders, the Noteholders or any other Persons (the "Secured Obligations"), the parties intend that the rights and obligations of the CLG Business Undertakingparties to the Secured Obligations shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Company shall be deemed to have granted to the Trust, including but not limited and the Company does hereby grant to contracts/ purchase orders with customers and vendorsthe Trust, a perfected first-priority security interest in the items designated in Section 2.01(a) (1) through 2.01(a)(6) above, and all contracts (including contracts pending for renewal or for fresh allocation of capacity), deeds, bonds, lease deeds, agreements entered into with various persons including independent consultants, Subsidiaries/ Step- Down Subsidiaries, associate/ joint venture companies and other shareholders of such Subsidiaries/ Step-Down Subsidiaries, associate/ joint venture companies, arrangements and other instruments of whatsoever natureproceeds thereof, to which secure the Transferor Company is Secured Obligations, and that this Agreement shall constitute a party or security agreement under applicable law. If the trust created by this Agreement terminates prior to the benefit satisfaction of which the Transferor Company may be eligibleclaims of any Person under any Certificates, and which are subsisting any Notes or have effect immediately before the Effective DateSecured Obligations, the security interest created hereby shall continue in full force and effect against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. (ii) Any contract of the Transferor Company relating to or benefiting at present the Residual Business and the CLG Business Undertaking, Owner Trustee shall be deemed to constitute separate contracts, thereby relating to and/or benefiting be the Transferor Company and the Transferee Company. (iii) It is hereby clarified that if any Contracts in relation to the CLG Business Undertaking to which the Transferor Company is a party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust collateral agent for the benefit of the Transferee Company insofar as it is permissible so to do, till such time the transfer is effectedPerson. 4.4.2 The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any Applicable Law or otherwise, execute deeds, confirmations or other writings or arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed merely in order to give formal effect to the above provisions. The Transferor Company will, if reasonably necessary, also be a party to the above. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.