Transfer of the Transferred Assets Sample Clauses

The "Transfer of the Transferred Assets" clause defines the process by which ownership and control of specified assets are formally moved from the seller to the buyer. This clause typically outlines the timing, method, and documentation required for the transfer, such as delivery of physical goods, assignment of contracts, or transfer of intellectual property rights. Its core function is to ensure that both parties clearly understand when and how the assets change hands, thereby reducing the risk of disputes and ensuring a smooth transition of ownership.
Transfer of the Transferred Assets. (a) Effective as of the 20__-_ Closing Date and immediately after the transactions contemplated by the 20__-_ Exchange Note Sale Agreement and the Trust Agreement and immediately before the transaction contemplated by the Indenture, the Transferor sells and assigns to the Transferee, without recourse, all right, title and interest of the Transferee, whether now owned or hereafter acquired, in the following “Transferred Assets”: (i) the 20__-_ Exchange Note; (ii) all of the Lender’s rights and benefits, as Exchange Noteholder of the 20__-_ Exchange Note under the 20__-_ Exchange Note, the Credit and Security Agreement, the 20__-_ Exchange Note Supplement and the 20__-_ Servicing Agreement; (iii) all of the Depositor’s rights and benefits, as Exchange Noteholder of the 20__-_ Exchange Note under the 20__-_ Exchange Note, the Credit and Security Agreement, the 20__-_ Exchange Note Supplement and the 20__-_ Servicing Agreement; (iv) all of the Transferor’s rights and benefits, as Sale Agreement Transferee under the 20__-_ Exchange Note Sale Agreement (including, without limitation, its rights pursuant to Section 2.5 thereof); and (v) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing. (b) In consideration for (i) the Transferred Assets, and (ii) the Transferor’s performance of its obligations under Section 2.14(a) of the 20__-_ Servicing Supplement to deposit the Specified Reserve Balance into the Reserve Account on the 20__-_ Closing Date, the Transferee will transfer to the Transferor, without recourse, all right, title and interest of the Transferee, whether now owned or hereafter acquired, in, to and under the Notes and the rights to distributions under Section 8.3 of the Indenture, as payment for the Transferred Assets. (c) The sale, transfer, assignment and conveyance of the Transferred Assets pursuant to this Agreement is without recourse, and the Transferor does not guarantee payment on the 20__-_ Exchange Note or any collection of underlying asset included in the 20__-_ Designated Pool.
View SourceView Similar (6)
Transfer of the Transferred Assets. A. After the Closing Date, the Foundation agrees not to transfer the Transferred Assets without prior approval of the Attorney General, except as follows: 1. To make grants, scholarships, donations, program or mission related investments and other similar expenditures in furtherance of the Foundation’s charitable purposes; 2. To make payments in the ordinary course of business in order to satisfy the operating and administrative expenses of the Foundation, including without limitation: a. payroll and benefits; b. office and occupancy expenses; c. supplies and office furnishings; d. information technology expenses; e. fundraising expenses; and f. professional services. B. The Attorney General acknowledges and agrees that the Foundation may make any required payments to any State, Federal or local government in the ordinary course of business. C. The Attorney General acknowledges and agrees that the Foundation shall not be subject to any restriction or approval of the Attorney General with respect to any funds or assets held by the Foundation prior to the Closing Date (“Pre-Closing Foundation Assets”) or received after the Closing Date (“Post-Closing Foundation Assets”), except as set forth in Section XIV hereof. The Attorney General acknowledges and agrees that the Pre-Closing Foundation Assets and Post-Closing Foundation Assets are not covered by the terms of this Agreement.
View SourceView Similar (2)
Transfer of the Transferred Assets. 5.1 The Parties hereby agree that subject to the condition precedent (aufschiebende Bedingung) of the completion of the Closing Actions pursuant to Section 12.2, full legal title and ownership of all Transferred Assets shall transfer to the Purchaser as of the Closing Date with economic effect as of the Cut Off Date. 5.2 Transfer of Possession of Transferred Assets and Additional Transferred Assets (a) Delivery of the tangible Transferred Assets and Additional Transferred Assets shall take place on or as soon as reasonably practicable after the Closing Date by way of physical delivery or delivery of possession of such tangible Transferred Assets and Additional Transferred Assets by means of delivery of the keys to the premises or segregation, as may be practicable. (b) To the extent to which the Seller is joint owner (Miteigentümer) of or has any expectancy rights (Anwartschaftsrechte) on the Transferred Assets and the Additional Transferred Assets, the Seller shall transfer the joint ownership (Miteigentum) or the expectancy rights (Anwartschaftsrechte) to the Purchaser, which hereby accepts such transfer. Subject to Section 4.7, Purchaser hereby accepts such transfer. If and to the extent, the Purchase Price was not reduced with respect to the Transferred Asset or Additional Transferred Asset pursuant to Section 4.7, Seller shall use the Purchase Price received to fulfil any third party rights to the Transferred Assets and Additional Transferred Assets for which the expectancy right was transferred to Purchaser. (c) If and to the extent: (i) any of the tangible Transferred Assets and Additional Transferred Assets are in the possession of third parties on the Closing Date, the Seller hereby assigns to the Purchaser with effect as of the Closing Date the right of delivery to such tangible Transferred Assets and Additional Transferred Assets and in case the assignment is not possible, the Seller shall instruct the possessor of such tangible Transferred Asset(s) and Additional Transferred Asset(s) to hold possession (only) on behalf and for the benefit of the Purchaser; or (ii) the Purchaser, for any other reason, does not obtain possession of any of the tangible Transferred Assets and Additional Transferred Assets on the Closing Date, the Seller hereby undertakes to hold such tangible Transferred Assets and Additional Transferred Assets for the Purchaser, free of charge in lieu of delivery, with effect from the Closing Date. (d) The Purchaser hereby agrees ...
View Source
Transfer of the Transferred Assets. A. After the Closing Date, the Prime Foundation agrees not to transfer the Transferred Assets without prior approval of the Attorney General, except as follows: 1. To make grants, scholarships, donations, program or mission-related investments and other similar expenditures in furtherance of the charitable purposes of the Foundation’s Port Huron division; B. The Attorney General acknowledges and agrees that the Prime Foundation shall not be subject to any restriction or approval of the Attorney General with respect to any funds or assets held by the Prime Foundation prior to the Closing Date (“Pre-Closing Foundation Assets”), or funds or assets received after the Closing Date (“Post-Closing Foundation Assets”). The Attorney General acknowledges and agrees that the Pre-Closing Foundation Assets and Post-Closing Foundation Assets are not covered by the terms of this Agreement.
View Source
Transfer of the Transferred Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, the Transferor and the Transferee agree that the Transferor will sell, contributed and transfer to the Transferee, without recourse, and the Transferee will acquire from the Transferor, the beneficial interest of the Transferor, as holder of the Investor SUBI Certificate in, to and under the following (collectively, the “Transferred Assets”): (i) the Options listed on Schedule 1 attached hereto (the “Transferred Options”), including all monies due and paid thereon or in respect thereof; (ii) the beneficial rights in any property that underlies or may be deemed to secure the interest in the Transferred Options; and (iii) all proceeds of the foregoing.
View Source
Transfer of the Transferred Assets. On and subject to the terms and conditions of this Agreement, Transferor agrees to transfer to Transferee, all of the Transferred Assets in exchange for the Revenue Distribution (as defined below). On the Closing Date, the Assets shall be assigned, transferred and conveyed to Transferee free and clear of all Encumbrances, except as provided herein, and Transferee will acquire and accept the Transferred Assets and will assume the Assumed Liabilities. The transferred assets shall be defined as the assets set forth on Schedule 1.1 attached hereto (collectively, the “Transferred Assets”).
View Source
Transfer of the Transferred Assets. The Seller shall not, and shall not permit the Seller Subsidiaries to, take any action that would prevent the transfer of the Transferred Assets to the Buyer pursuant to the terms of this Agreement free and clear of all Liens, other than Assumed Liabilities, Real Property Permitted Exceptions and Personal Property Permitted Exceptions.
View Source
Transfer of the Transferred Assets. A. After the Closing Date, the Foundation agrees not to transfer the Transferred Assets without prior approval of the Attorney General, except as follows: 1. To make grants, scholarships, donations, program or mission related investments and other similar expenditures in furtherance of the Foundation’s charitable healthcare-related purposes; 2. To make payments in the ordinary course of business in order to satisfy the operating and administrative expenses of the Foundation, including without limitation: a. payroll and benefits; b. office and occupancy expenses; c. supplies and office furnishings; d. information technology expenses; e. fundraising expenses; and f. professional services. B. The Attorney General acknowledges and agrees that the Foundation may make any required payments to any State, Federal or local government in the ordinary course of business. C. The Attorney General acknowledges and agrees that the Foundation shall not be subject to any restriction or approval of the Attorney General with respect to any funds or assets held by the Foundation prior to the Closing Date (“Pre-Closing Foundation Assets”), or funds or assets received after the Closing Date, unless such funds or assets received after the Closing Date are received as a result of the Foundation’s membership interest in Joint Venture (“Post-Closing Foundation Assets”), except as set forth in Section XIV hereof. The Attorney General acknowledges and agrees that the Pre-Closing Foundation Assets and Post-Closing Foundation Assets are not covered by the terms of this Agreement.
View Source
Transfer of the Transferred Assets 
View Source

Related to Transfer of the Transferred Assets

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Transfer of Purchased Assets (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.

  • Transfer of the Mortgage Loans Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.