Transferred Asset definition
Examples of Transferred Asset in a sentence
On the second Business Day after the Commitment Agreement Date, Insurer will deliver to Company an updated Schedule 2 that reflects the Transferred Asset Market Value of each Schedule 2 Asset.
In the event any payments relating to any Transferred Asset are remitted directly to the Seller or any Affiliate of the Seller (other than the Buyer), the Seller will remit (or will cause all such payments to be remitted) directly to the Collection Account promptly following receipt thereof, and, at all times prior to such remittance, the Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Buyer (and its assignees).
All liabilities and obligations arising out of or relating to any Transferred Asset or the ownership by Buyer and its Affiliates of any Transferred Asset to the extent arising, or relating to the period, prior to the Closing Date.
In addition, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in an arrangement, reasonable and lawful as to Seller and Buyer, designed to provide Buyer and its Affiliates the benefits arising under or resulting from such Transferred Asset, which arrangement shall include Seller consulting with Buyer as to the operation of or actions to be taken in respect of such Transferred Asset, except as prohibited by Law.
Insurer acknowledges and agrees that, if the Closing Date Transfers occur, then, from and after [* * *], Insurer bears any and all risks associated with each Transferred Asset.