Subject Assets Sample Clauses

Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary hereby purchases from Seller, at the Closing, all of Seller's right, title, and interest in substantially all of the assets associated with the Business, including the following: Substantially all of the assets associated with the Business, including all cash, cash equivalents, accounts (including, without limitation, any accounts, deposit accounts, inventory, equipment, vehicles, goods, documents, instruments (including, without limitation, promissory notes), contract rights including ISP Subscriber Agreements, general intangibles, chattel paper, supporting obligations, investment property (including, without limitation, all equity interests owned by Seller), letter-of-credit rights, trademarks, trademark applications, trade styles, patents, patent applications, copyrights, copyright applications and other intellectual property in which Seller now has or hereafter may acquire any right, title or interest, all proceeds and products thereof (including, without limitation, proceeds of insurance), all documents, files and records containing technical support, all additions, accessions and substitutions thereto or therefore and other information pertaining to the operation of the business (collectively, "Purchased Assets"). Documentation that will be provided pursuant to the purchase will include copies of the following books, records, manuals and other materials in any tangible form to the extent relating to the Business and/or the Subject Assets: records relating to customers that are parties to any contracts, records relating to vendors, and all other books, records, files, correspondence, documents and information owned by Seller relating to the Business that are currently in the possession of the employees of the Business, however maintained or stored (collectively, the "Records"), it being understood that the Seller may cause to be deleted confidential information that does not relate to the Subject Assets or the Business.
Subject Assets. The Seller hereby agrees to sell, assign and deliver to the Buyer at the Closing (as defined below), free and clear of all liens, mortgages, pledges, options, claims, security interests, conditional sales contracts, title defects, encumbrances, charges and other restrictions of every kind (collectively, the "Liens") except as specifically permitted by this Agreement, on the terms and subject to the conditions set forth in this Agreement, all right, title and interest in and to certain of the assets of the Business owned and used in connection therewith, whether real, personal or mixed, tangible or intangible, together with any replacements thereof and additions thereto made between the date hereof and the Closing, as hereafter described in this Section 1.1 and as listed on composite Schedule 1.1 (other than Schedule 1.1(f)) (collectively, the "Subject Assets"), including the following:
Subject Assets. (i) Seller has full right to sell, assign and transfer all of its right, title and interest in the Interests to Buyer, subject to receipt of the Required Seller Consents. Seller is the owner of the Interests, free and clear of any Encumbrances of any nature whatsoever (except for any such Encumbrances being released prior to or effective upon the Closing). At the Closing, Seller shall transfer all right, title and interest in the Interests to Buyer, free and clear of any Encumbrances of any kind (other than those imposed by applicable securities Laws), and, except for those Ancillary Transfer Documents executed and delivered to Buyer by Seller at Closing, no novations or assignments shall be necessary to vest Buyer at the Closing with such right, title and interest. The Interests constitute all of the outstanding membership interests (or other form of equity- or equity-like interests) of Subsidiary. Subsidiary has good and valid title to each Subject Asset, free and clear of any Encumbrances of any nature whatsoever except for Permitted Encumbrances and any other Encumbrances being released prior to or effective upon the Closing. For each Subject Asset, it was the policy of Subsidiary or Subsidiary’s predecessor in title to obtain a title insurance policy in favor of (A) Subsidiary, or (b) a predecessor-in-title to Subsidiary, and each predecessor-in-title to Subsidiary has transferred the Subject Asset to a subsequent predecessor-in-title to Subsidiary or to Subsidiary using a general warranty deed. The Services to be performed by ResCap or its controlled Affiliates under the Servicing Agreement, shall, at Closing, constitute all services necessary to operate the Subject Assets in all material respects as currently operated. The sole business conducted by Subsidiary is and has been the ownership of the Subject Assets, the Excluded Assets and the model homes sold by Subsidiary prior to June 30, 2008, and, except for obligations incurred in the ordinary course of business consistent with past practice, pursuant to the transactions contemplated hereby or as otherwise set forth in Section 3.1(e)(i) of the ResCap Disclosure Letters, Subsidiary has not incurred any Liabilities other than Retained Liabilities, Assumed Liabilities and those Liabilities satisfied in full prior to the Closing. None of the Assets have been sold, transferred, conveyed or otherwise disposed of since the Cut-Off Date, other than the Excluded Assets. Subsidiary has no employees.
Subject Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller will sell to Buyer, and Buyer will purchase from Seller, all of Seller's rights, title, and interest in and to the assets which comprise Seller's Direct Broadcast Satellite ("DBS") Business (the "Business"). Such assets (the "Assets") are described with particularity in Schedule II.C.1 to this Agreement.
Subject Assets. (a) Each of AIG (for so long as Parent is a Subsidiary of AIG) and Parent, on behalf of itself and each of the Companies, covenants and agrees to and with the Investment Manager that, at all times during the Term, the Investment Manager shall be appointed pursuant to the Master SMA Agreements to supervise and direct the investment and reinvestment of all Subject Assets. Subject to the exclusions set forth in Section 6(b)(i), “
Subject Assets. 2.1 The Company agrees and hereby irrevocably and unconditionally on an exclusive basis grants to Solely-owned Company the right (“Assets Option”) to request the Company to transfer all or a part (subject to Solely-owned Company’s specific request) of the assets held by the Company (“Subject Assets”) to Solely-owned Company or the Designated Party at the sole discretion of Solely-owned Company as it considers appropriate or necessary under any circumstance.
Subject Assets. (a) Each of FGL and FNF on behalf of itself and on behalf of each of its Affiliates covenants and agrees to and with the Investment Manager that, at all times during the Term, the Investment Manager shall be appointed to supervise and direct the investment and reinvestment of the assets of FGL and its Subsidiaries and any other Subsidiaries or Affiliates of FNF (each, a “Subject Company” and together, the “Subject Companies”), to the extent such assets primarily support any life insurance or annuity reserves, or capital and surplus, of any Subject Company (i) existing as of the date hereof or (ii) formed, established or acquired (whether by acquisition of stock, merger, consolidation or otherwise) by such Subject Company following the date hereof, including through acquisitions of legal entities or reinsurance, and including assets that may be held by a ceding company that is not a Subject Company in a modified coinsurance (modco) or funds withheld account (“Subject Assets”). Notwithstanding the foregoing, (A) Subject Assets shall not include assets of (x) FNF or FNF’s Affiliates whose primary business is title insurance, (y) any New York-domiciled insurance company Affiliates of FNF (each, (x) and (y), an “Excluded Company”) or (z) FGL and its Subsidiaries and any other Subsidiaries or Affiliates of FNF to the extent such assets do not primarily support any life insurance or annuity reserves, or capital and surplus, of any Subject Company, in each case so long as such assets are not acquired (whether by acquisition of stock, merger, consolidation or otherwise) by such Excluded Company described in clause (x) following the date hereof from a Subject Company, including through acquisitions of a Subject Company or reinsurance with a Subject Company, and including assets that may be held by any such Excluded Company in a modified coinsurance (modco) or funds withheld account for the benefit of a Subject Company and (B) Subject Companies shall not include Excluded Companies. During the Term and except as otherwise set forth herein, each of FGL and FNF (x) shall not cause, permit or suffer any Subject Company to appoint, retain or otherwise designate any person other than the Investment Manager to provide investment management or advisory services with respect to Subject Assets, and (y) shall not, and they shall cause each Subject Company not to, take any action, including any action with respect to any direct or indirect inquiry, offer or proposal relating to ...