Purchased Asset Matters Sample Clauses

Purchased Asset Matters. Seller shall promptly (and in any event not later than two (2) Business Days after Knowledge thereof) notify Purchaser of (A) any default or event of default under any Purchased Asset; (B) any facts or circumstances that in the commercially reasonable judgment of Seller are reasonably likely to cause, or have caused, a Credit Event with respect to any Purchased Asset or the Market Value of any Purchased Asset to decline; (C) any Purchased Asset that has become a Defaulted Asset; or (D) any Future Advance Failure.
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Purchased Asset Matters. Seller shall promptly (and in any event not later than two (2) Business Days after actual knowledge thereof) notify Purchaser of (A) any default or event of default under any Purchased Asset; (B) with respect to any Purchased Asset or related Mortgaged Property, material loss or damage, regulatory issues, material licensing or permit issues, violation of any Requirement of Law, violation of any environmental law or any other actual or expected event or change in circumstances that could reasonably be expected to result in a default or material decline in market value or cash flow; (C) with respect to Seller and Guarantor, a violation of any Requirement of Law or other event or circumstance that could reasonably be expected to have a Material Adverse Effect; (D) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller’s knowledge, the underlying collateral therefor; (E) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the market value of a Purchased Asset; (F) any Purchased Asset that has become a Defaulted Asset; or (G) any Future Advance Failure.
Sample 1Sample 2
Purchased Asset Matters. Each Seller shall promptly (but in no event later than the second (2nd) succeeding Business Day after obtaining Knowledge thereof) notify Purchasers, Repurchase Agent, Realisation Agent and Common Issuer Facility Agent of (A) any default or event of default under any Purchased Asset (or related Mortgage Loan or Mezzanine Loan, as applicable); (B) any facts or circumstances that in the commercially reasonable judgment of such Seller are reasonably likely to cause, or have caused, the Market Value of any Purchased Asset to decline; (C) any Purchased Asset that has become a Defaulted Asset; (D) a breach of any Due Diligence Representations; or (E) any Future Advance Failure (without regard to the time period set forth in the definition thereof).
Sample 1
Purchased Asset Matters. Each Seller shall promptly (and in any event not later than three (3) Business Days after obtaining Knowledge thereof) notify Purchaser of (A) any monetary or material non-monetary default or event of default under any Purchased Asset; (B) any facts or circumstances that an institutional asset manager would reasonably expect to cause, or an institutional asset manager would reasonably determine to have caused, a Credit Event with respect to any Purchased Asset or the Market Value of any Purchased Asset to decline; (C) any Purchased Asset that has become a Defaulted Asset; or (D) any Future Advance Failure (without regard to the time period set forth in the definition thereof). In addition, with respect to each Purchased Asset, Seller shall, within three (3) Business Days after approval thereof, notify Purchaser in writing of any lease approved by Seller (or the applicable Servicer upon the direction or with the consent of the applicable Seller) pursuant to the terms of the related Purchased Asset Documents.
Sample 1
Purchased Asset Matters. Each Seller shall promptly (and in any event not later than two (2) Business Days after obtaining Knowledge thereof), notify Purchaser of (A) any event of default beyond applicable grace periods under any Purchased Asset of which such Seller has Knowledge; (B) any monetary default or, to the extent written notice thereof has been sent to the related Borrower or other obligor, other default under any Purchased Asset; or (C) any facts of which such Seller has Knowledge that have caused a Future Advance Failure with respect to any Purchased Asset to occur or the Market Value of any Purchased Asset to decline in any material respect.
Sample 1
Purchased Asset Matters. Each Seller shall promptly after obtaining Knowledge thereof notify Purchaser, Collateral Agent and Cash Manager of (A) any default or event of default under any Purchased Asset; (B) any facts or circumstances that in the commercially reasonable judgment of such Seller are reasonably likely to cause, or have caused, the Market Value of any Purchased Asset to decline; (C) any Purchased Asset that has become a Non-Performing Purchased Asset or a Significantly Impaired Purchased Asset; (D) any change in facts or circumstances occurring following the Purchase Date for any Purchased Asset that would render any Due Diligence Representation to be incorrect or untrue in any material respect if such Due Diligence Representation were to be remade at such time (except to the extent disclosed in a Requested Exceptions Report approved by Purchaser in writing in accordance with the terms hereof); or (E) any Future Advance Failure.
Sample 1

Related to Purchased Asset Matters

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

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