Purchase and Sale of the Acquired Assets. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.
Purchase and Sale of the Acquired Assets. On and subject to the terms and conditions of this Agreement, Buyer shall purchase and acquire from Seller and Seller shall sell, transfer, convey, and deliver to Buyer, the Acquired Assets at the Closing upon the purchase terms specified below in this Section 1.
Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign and convey to Buyer, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, to or under the following assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances:
Purchase and Sale of the Acquired Assets. (a) On the terms and subject to the satisfaction of the conditions set forth in this Agreement, including the conditions precedent set forth in Article VI, and in reliance on the representations, warranties, covenants and agreements set forth in this Agreement, on the Closing Date, the Seller hereby agrees to sell, transfer, assign and grant to the Buyer, and the Buyer hereby agrees to purchase, without recourse to the Seller and without representations or warranties (except as specifically set forth herein), and Buyer agrees to purchase from Seller, the Seller’s right, title and interest in, to and under (i) the Trust Certificates, (ii) the Unsecuritized Private Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized Private Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement, (iii) the Unsecuritized FFELP Loans beneficially held by the Seller as of the Closing Date and identified in the Schedule of Unsecuritized FFELP Loans to be delivered electronically in the form of a Student Loan Tape on the Closing Date pursuant to the Xxxx of Sale, Assignment and Assumption Agreement and (iv) the 1,000 shares of Capital Stock, par value $0.01 per share, of the Depositor (the “Depositor Shares”), in consideration of the payment of the Purchase Price to the Seller in the manner provided in Section 2.1(b) and the agreement by the Buyer to assume, pay, perform or otherwise accept or discharge all Other Business Liabilities.
Purchase and Sale of the Acquired Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer all of Seller’s right, title and interest in, to and under all of the business, properties, assets, goodwill and rights of Seller of whatever kind or nature, real or personal, tangible or intangible, owned, leased or licensed to Seller and used, held for use, or intended to be used in operating the Business, wherever located and whether now existing or hereafter acquired, other than the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets include, but are not limited to, the following:
Purchase and Sale of the Acquired Assets. On the terms and subject to the conditions of this Agreement at the time of the Closing and effective from and after the Closing Date, Parent and BG shall, and shall cause NFC to, sell, convey and assign (or cause their Subsidiaries to sell, convey and assign) to the Purchaser or its designee, free and clear of all Liens, except Permissible Liens, the Acquired Assets, and the Purchaser or its designee shall purchase the Acquired Assets.
Purchase and Sale of the Acquired Assets. Subject to the terms and conditions of this Agreement, each Seller Party agrees to sell, assign, transfer, convey and deliver to Buyer (as directed by Buyer) as of the Closing Date, and Buyer agrees to purchase and to take (or to cause its designated Affiliate to take) assignment and delivery from Seller as of the Closing Date, all of Seller’s right, title and interest in and to the Acquired Assets, in each case free and clear of all Liens. For purposes of clarification only, the Parties acknowledge that Buyer is not assuming any liabilities of Seller in relation to the Acquired Assets or otherwise.
Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, US Sellers and Canadian Seller, or the Receiver on behalf of the Canadian Seller, shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, all right, title and interest of Sellers in, to or under all of the properties and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent owned, leased, licensed, used or held for use in or relating to the Business, as the same shall exist on the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets) (collectively, the “Acquired Assets”), including all right, title and interest of Sellers in, to or under:
Purchase and Sale of the Acquired Assets. (a) On the Closing Date (as defined in Section 1.2 hereof), subject to the terms set forth in this Agreement, the Company shall sell, convey, transfer, assign and deliver to Purchaser and its successors and assigns, forever, and Purchaser shall purchase and acquire from the Company, all of the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances (as defined in Section 2.4 hereof)), for the purchase price specified in Section 1.1(b) hereof.
Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement, and subject to Section 2.6 and Article V with respect to the Designation Rights and Designatable Leases, and Section 2.7(d), Section 2.9 and Article V with respect to Additional Contracts, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer or the applicable Assignee, and Buyer or such applicable Assignee shall purchase, all right, title and interest of Sellers, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets, and the following assets, properties and rights (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any kind, nature or description and any Claims, in each case other than Permitted Post-Closing Encumbrances and those rights subject to Section 365(n) of the Bankruptcy Code to the extent applicable:
