Transferred Payments definition
Examples of Transferred Payments in a sentence
Seller shall use its best efforts to cause IBD to enter into an agreement with Buyer within forty-five (45) days of the Effective Date, pursuant to which IBD shall transfer and assign to Buyer the Transferred Payments for no additional consideration, pursuant to such terms and conditions reasonably agreed to by Buyer.
To Seller’s knowledge, there is no action, suit, investigation or proceeding, pending or, to Seller’s knowledge, threatened, before any Governmental Authority or arbitrator that, if determined adversely, would reasonably be expected to interfere with Buyer’s rights to and in the Transferred Payments; nor has any Person, other than Seller, asserted any right in or to the Transferred Payments.
Buyer shall in no event be responsible for or otherwise assume any liabilities or obligations relating to the Transferred Payments, all of which shall be retained by Seller.
Seller has not assigned and has not in any other way conveyed, transferred, or encumbered all or any portion of its right, title and interest to the Transferred Payments.
Buyer is acquiring only the Transferred Payments as expressly set forth herein.
Seller has the right, power and authority to sell the Transferred Payments to Buyer.
Seller is not in violation of, has not violated, and to the knowledge of Seller, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any law, rule, ordinance or regulation, or judgment, order or decree entered by any Governmental Authority applicable to the Transferred Payments.
There are no liabilities or obligations of Seller related to the Transferred Payments of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise.