Conveyance of the Assets Sample Clauses

Conveyance of the Assets. The Depositor, concurrently with the execution and delivery hereof, does hereby contribute, transfer, convey and assign to the Trust, on behalf of the Holders of the Notes and the Certificates, without recourse, all its right, title and interest in and to the Assets, including all interest and principal received on or with respect to the Assets after the Cut-off Date (other than payments of principal and interest due on the Assets on or before the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all of its right, title, and interest in, to, and under the Asset Purchase Agreement.

Conveyance of the Assets. Subject to the terms and provisions of this Agreement, Buyer agrees to purchase and accept delivery from Seller, Parent and their affiliates of, and Seller, Parent and their affiliates agree to sell, convey, assign, transfer and deliver to Buyer, at the Closing provided for in Section 3 of this Agreement, all of Seller's, Parent's and their affiliates' right, title and interest in and to all tangible and intangible assets relating to the operation of Seller's and/or the Agency's insurance business (the "Assets") including, without limitation, the following: (A) the entire book of insurance business of Seller and/or the Agency on the Closing Date (collectively the "Expiration and Renewal Rights"), including without limitation, all customer accounts, all commissions earned on direct bill ▇▇▇icies and supplemental products, all of the Agency's rights to receive other revenue from business activities (including, but not limited to, performance of risk management services or other types of services for third parties) and all insurance expirations and renewals owned by Seller and/or the Agency and all rights and information necessary to deal with the customers of Seller and/or the Agency, including without limitation all confidential, proprietary and other information relating to the Expiration and Renewal Rights, such as all customer lists, records and files (including all correspondence and memoranda), all lists of prospective customers, all subscription lists and dailies (records of essential details of each customer's policy), all information about the terms and expiration dates of customers' policies and about special insurance programs developed by Seller and/or the Agency for its customers and copies of all accounting and bookkeeping records and other data, with such copies to be at Seller's expense; 2 (B) all goodwill and all rights, title and interests to the corporate and trade names of "Unistar Florida Holdings," "Unistar of Florida," "Unistar," "Accurate Insurance," "Allied Auto Insurance," "Allied Insurance," "Just Insurance," "C.J. ▇▇▇urance," "Gulfstream Auto Insurance," "J+W Insurance," "Pacific Insurance," "M. P▇▇▇▇ ▇▇▇ncy," "Peppe Insurance Agency," "R&M Enterprises" and "Amscot Insurance" (collectively the "Proprietary Names") and all derivations thereof, and all names, registered and unregistered trademarks and service marks related thereto, and any correlating logos;

Conveyance of the Assets