Transferred Assets Clause Samples

Transferred Assets. (a) As of the Effective Time 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 rights, title and interest of Seller in the following assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “Transferred Assets”): (1) all leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Equipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Cred...

Transferred Assets. The information contained in Schedule A is true, correct and complete in all material respects as of each such Conveyance Date.

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): (1) fee simple title to all real estate and improvements thereon at the Banking Center described as Preston Corners on Schedule 1.1(a)(1) (the “Improved Real Property”); (2) fee simple title to all unimproved real estate described as Chapel Hill Land on Schedule 1.1(a)(2) (the “Unimproved Real Property”); (3) Seller’s rights as tenant in and to the real property lease as described on Schedule 1.1(a)(3) (the “Real Property Lease”) for the improved land in Chapel Hill, North Carolina, as more particularly described in such lease (the “Leased Real Property”); (4) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at the Banking Centers and used in conducting Seller’s business at the Banking Centers (the "Personal Property") as listed on Schedule 1.1(a)(4), together with any manufacturer’s warranties and maintenance or service agreements thereon that are in effect on the Closing Date and are assignable to Purchaser; (5) all equipment leases for equipment located at the Banking Centers (the "Equipment Leases"), and all assignable operating contracts of the Banking Centers excluding any master contracts (the "Assignable Contracts"); Equipment Leases and Assignable Contracts are listed on Schedule 1.1(a)(5); (6) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the Effective Time (the "Safe Deposit Contracts"); and (7) all coins and currency located at the Banking Centers as of the Effective Time (the "Coins and Currency"). The Improved Real Property and the Unimproved Real Property are collectively referred to as the “Owned Real Property,” and the Owned Real Property and the Leased Real Property are collectively referred to as “Real Property.” The owner or tenant of any Real Property, as the case may be, is Seller or an affiliate of Seller as stated in the above Schedules. (b) Excluded from the assets, properties and right...

Transferred Assets. (i) From the Closing Date to the Effective Date, subject to the provisions of the Original Receivables Pooling Agreement, the Depositor sold and/or contributed, assigned, transferred and conveyed to the Issuer, and the Issuer acquired from the Depositor without recourse except as provided under the Original Receivables Pooling Agreement, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day on or after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of the Depositor to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, the Depositor hereby sells and/or contributes, assigns, transfers and conveys to the Issuer, and the Issuer acquires from the Depositor without recourse except as provided herein, all of the Depositor’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Depositor to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, the Depositor shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Issuer, on each Business Day, each Additional Receivable not previously transferred to the Issuer ...

Transferred Assets. For purposes of this Agreement, the term “Transferred Assets” shall mean the following assets, properties and rights of the Seller, other than the Excluded Assets:

Transferred Assets. Except with respect to Fee Realty, the Transferred Assets are, and at the time of Closing will be, owned by Seller and conveyed, transferred and assigned to Buyer free and clear of all Encumbrances. The Transferred Assets (i) are in a normal state of repair (except for ordinary wear and tear), (ii) are sufficient, both in number and condition, to comply with applicable requirements of State Regulatory Authorities and the manufacturer's specifications, except for non-compliances that in the aggregate are not reasonably likely to have a material adverse effect on the Business following the Closing Date, and (iii) will include all assets of every type, nature and description that relate to, arise from, are used or held by Seller primarily in the operation of the Business as presently operated by Seller (including vehicles and related vehicle stock, portable office equipment, test equipment, generators, materials, supplies, tools, maintenance radio equipment and antennas normally located within the Exchanges or primarily used in connection with the Business), except for the Excluded Assets. Assuming the receipt of all required third-party consents, the instruments and documents to be executed and/or delivered by Seller to Buyer pursuant to Section 2.2 hereof at or following the Closing Date shall be adequate and sufficient to vest in Buyer all of Seller's right, title and interest in or to the Transferred Assets. To Seller's Knowledge, Seller enjoys peaceful, undisturbed possession under all leases included in the Material Contracts and rights-of-way and easements with respect thereto and with respect to the Fee Realty. Notwithstanding the foregoing to the contrary, with respect to all Fee Realty included in the Transferred Assets, Seller makes no representations or warranties as to the ownership or Encumbrances thereon, it being the express agreement of the parties that such matters shall be the subject of the arrangements set forth in Sections 3.1.11 and 5.3.9.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sell...

Transferred Assets. If the examination involves a plan with Transferred Assets and the Service determines that no new incidents of the failures that relate to the Transferred Assets occur after the end of the second plan year that begins after the corporate merger, acquisition, or other similar employer transaction, the sanction under Audit CAP will not exceed the sanction that would apply if the Transferred Assets were maintained as a separate plan.

Transferred Assets. As of each Purchase Date, Schedule A is an accurate and complete listing of all the Transferred Assets hereunder as of such Purchase Date and the information contained therein with respect to the identity of such Transferred Assets and the amounts owing thereunder is true and correct as of the related Purchase Date.