Purchased Assets definition

Purchased Assets has the meaning set forth in Section 2.01.

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Purchased Assets has the meaning set forth in Section 2.1 of the Purchase Agreement.

Purchased Assets has the meaning set forth in Section 1.1.

Examples of Purchased Assets in a sentence

• The Buyer has the power and authority to execute and deliver this Agreement and to carry out the terms of this Agreement, and has duly authorized by all necessary action the execution, delivery and performance of this Agreement and the purchase of the Purchased Assets on the terms and conditions herein provided.

• The aggregate Purchase Price for all Purchased Assets sold by the Seller to the Buyer shall be paid in a combination of: (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Buyer expects to receive pursuant to the Indenture), by means of a capital contribution by the Seller to the Buyer.

• Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Buyer or the Seller without the other’s prior written consent; provided that the Seller acknowledges that the Buyer shall pledge its interest in the Purchased Assets to the Trustee, for the benefit of the Secured Parties, pursuant to the Indenture.

• The Seller has been duly incorporated, and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all corporate power and authority to acquire, own and sell the Purchased Assets.

• Prior to or as of the Closing, the Seller shall have caused all Liens on or relating to any of the Purchased Assets, at the Seller’s sole cost and expense, to be released, extinguished and discharged in full, and shall deliver to the Buyer instruments and UCC termination statements releasing, extinguishing and discharging all such Liens, all in form and substance satisfactory to the Buyer.

More Definitions of Purchased Assets

Purchased Assets shall have the meaning specified in Subsection 2.01(a).

Purchased Assets means all of Seller’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing.

Purchased Assets shall have the meaning given to such term in Section 2.1.

Purchased Assets is defined in Section 2.1.

Purchased Assets. (a) For any Transaction, each Asset sold by Seller to Buyer in such Transaction, and (b) for the Transactions in general, all Assets sold by Seller to Buyer, in each case including, to the extent relating to such Asset or Assets, all of Seller’s right, title and interest in and to (i) Purchased Asset Documents, (ii) Servicing Rights, (iii) Servicing Files, (iv) mortgage guaranties and insurance (issued by Governmental Authorities or otherwise) and claims, payments and proceeds thereunder, (v) insurance policies, certificates of insurance and claims, payments and proceeds thereunder, (vi) the principal balance of such Assets, not just the amount advanced, (vii) amounts and property from time to time on deposit in the Waterfall Account and the Waterfall Account itself, (viii) collection, escrow, reserve, collateral or lock–box accounts and all amounts and property from time to time on deposit therein, to the extent of Seller’s or the holder’s interest therein, (ix) Income, (x) amounts and property from time to time on deposit in the Collection Accounts, together with the Collection Accounts themselves, (xi) any Derivatives Contract entered into by Seller and the security interests of Seller in Derivatives Contracts entered into by Underlying Obligors, (xii) rights of Seller under any letter of credit, guarantee, warranty, indemnity or other credit support or enhancement, (xiii) all of the Pledged Collateral and (xiv) all supporting obligations of any kind, and (xv) all proceeds related to the sale, securitization or other disposition thereof; provided, that (A) Purchased Assets shall not include any obligations of Seller or any Retained Interests, and (B) for purposes of the grant of security interest by Seller to Buyer set forth in Section 11.01, together with the other provisions of Article 11, Purchased Assets shall include all of the following: general intangibles, accounts, chattel paper, deposit accounts, securities accounts, instruments, securities, financial assets, uncertificated securities, security entitlements and investment property (as such terms are defined in the UCC) and replacements, substitutions, conversions, distributions or proceeds relating to or constituting any of the items described in the preceding clauses (i) through (xv).

Purchased Assets shall have the meaning set forth in Section 2.1 of this Agreement.

Purchased Assets means all of the assets of the Seller used or useful in the operation of the Business, including the following assets, but specifically excluding the Excluded Assets: