Delivery of the Transferred Assets Sample Clauses

Delivery of the Transferred Assets. Subject to the terms and conditions set forth herein, on the Closing Date, Seller shall execute and deliver to Purchaser, at no additional cost to Purchaser, and where applicable, Purchaser shall execute and deliver in order to accept and assume the Assumed Liabilities, the following instruments of transfer and assignment of the Transferred Assets (collectively, the “Transfer and Assignment Documents”), each of which shall be in form and substance mutually satisfactory to Purchaser and Seller, without representation or warranty unless expressly set forth in this Agreement (including the Schedules): (a) an Assignment Agreement and Transfer of Loan Servicing Rights (the “Loan Servicing Assignment”)(in which, among other things, the Parties will address transfer of control of trust, custody and escrow funds relating to the Loan Servicing Rights), (b) an assignment of Seller’s rights, duties and obligations in the contracts and agreements described on Exhibit A-1 (and Purchaser shall assume such duties and obligations to the extent set forth in Section 1.8), (c) a xxxx of sale transferring to Purchaser all of Seller’s right, title, and interest in all of the desktop and laptop computers, servers, printers, routers, firewalls, copiers, scanners, telephones, audio video equipment and any and all computer hardware and software described on Exhibit A-2 used by Seller in the ordinary course to operate its SBA Loan business (collectively, the “Computer Assets”) as well as all office furniture, office supplies and other tangible equipment or property used in the ordinary course to operate the SBA Loan business, (d) an Assignment of Other Transferred Assets, assigning any of the Transferred Assets not conveyed by the documents described in (a) and (b) above (the “Transferred Assets Assignment”), and (e) power(s) of attorney, original note endorsements, note allonges, and any other documents as may be required to legally transfer and assign the Transferred Assets and for Purchaser to accept and assume Seller’s future obligations in connection therewith to the extent set forth in Section 1.8.
Sample 1
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Delivery of the Transferred Assets. The SBLC License, the Loan Servicing Rights and the Loan Assets are referred to herein as the “Transferred Assets.” Subject to the terms and conditions set forth herein, on the Closing Date, Sellers shall execute and deliver to Purchaser, at no additional cost to Purchaser, the following instruments of transfer and assignment of the Transferred Assets (collectively, the “Transfer and Assignment Documents”), each of which shall be in form and substance satisfactory to Purchaser: (a) an Assignment of SBLC License (the “License Assignment”); (b) an Assignment Agreement and Transfer of Loan Servicing Rights (the “Loan Servicing Assignment”), (c) an assignment of ASBA’s rights, duties and obligations under the Lenders Service Provider Agreement, dated as of October 30, 2002 between Business Loan Center, Inc. (“BLX”), ASBA, for itself and as successor in interest by merger to AMRESCO Independence Funding, Inc. (the “Subservicer Agreement”), (d) an Assignment of Loan Assets (the “Loan Assets Assignment”) and (e) a xxxx of sale, power(s) of attorney, note allonges or other such additional documents as may be required to legally transfer and assign the Loan Assets. Sellers will also deliver to Purchaser any physical document representing the SBLC License.
Sample 1

Related to Delivery of the Transferred Assets

  • Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for such property until actual receipt.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Delivery of Closing Documents Seller shall have delivered or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.

  • Delivery of the Collateral (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.

  • Delivery of Servicing Records The Seller shall forward to the Purchaser, or its designee, all servicing records and the Servicing File in the Seller's possession relating to each related Mortgage Loan including the information enumerated in the Interim Servicing Agreement (with respect to each such Mortgage Loan, for an interim period, as specified therein).

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Delivery of the Shares Delivery of the Firm Shares and the Optional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

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