Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing Time, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances, all of Seller’s right, title and interest in and to the Assets and the Liabilities.
Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement and except as otherwise indicated in the Schedules hereto, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities (including the Assumed Contracts), and the Accrued Expenses (and only such Liabilities and Accrued Expenses), and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances (except as set forth in Schedule 5.4), all of Seller's right, title and interest in and to such Assets.
Transfer and Consideration. In consideration of the Note Issuance Trust’s payment to Discover Bank of the net proceeds of the initial sale of Notes, Discover Bank does hereby transfer, assign, set over, pledge and otherwise convey to the Note Issuance Trust, without recourse (subject to the obligations herein), all right, title and interest of Discover Bank in and to the Series 2007-CC Collateral Certificate and the proceeds thereof. The Series 2007-CC Collateral Certificate is issued by the Discover Card Master Trust I (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement (the “Amended and Restated Pooling and Servicing Agreement”) dated as of November 3, 2004 between Discover Bank and U.S. Bank National Association and the Series 2007-CC Supplement (the “Series Supplement”) thereto as of [ ], 2007 between Discover Bank and U.S. Bank National Association. The parties to this Agreement intend that the conveyance of the Series 2007-CC Collateral Certificate and the proceeds thereof pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. If, notwithstanding such intention, the conveyance of the Series 2007-CC Collateral Certificate from Discover Bank to the Note Issuance Trust shall ever be characterized as a secured loan and not a sale, this Agreement shall be deemed to constitute a security agreement within the meaning of the UCC, and the conveyance by Discover Bank provided for in this Agreement shall be deemed to be a grant by Discover Bank to the Note Issuance Trust of a security interest in and to all of Discover Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Series 2007-CC Collateral Certificate, all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from, or relating to the Series 2007-CC Collateral Certificate, and the proceeds thereof, to secure the obligations of Discover Bank hereunder.
Transfer and Consideration. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall (i) purchase the Assets and (ii) assume the Liabilities, and Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances (except as described in Section 5.4), all of Seller's right, title and interest in and to the Assets and the Liabilities.
Transfer and Consideration. These terms have the meanings set forth in the Uniform Commercial Code and in addition:
Transfer and Consideration. 2.1 Pre-Closing Adjustments. ----------------------- On the Pre-Closing Date, the Rescuing Company, with a reasonable amount of assistance of the Transferring Company, shall prepare and deliver to the Transferring Company the Pre-Closing Accounts in the form set forth in Exhibit 2.1 which reflects a complete calculation of the Estimated Transferred Asset Value and the Estimated Transferred Liabilities Amount and determine the amount of the PPC Financial Assistance Receivable so that the Estimated Transferred Asset Value becomes equal to the Estimated Transferred Liabilities Amount.
Transfer and Consideration. Subject to the terms and conditions set forth in this Agreement, at the Closing Purchaser shall assume the Assumed Deposits and the obligation to pay the Accrued Interest thereon, and receive the Cash (including all accrued but unpaid interest as of Closing) plus the Purchase Premium as set forth on the Statement (subject to any adjustments pursuant to Section 2.2 or 8.4, if applicable), and Seller shall pay and deliver the Cash plus the Purchase Premium to Purchaser, and assign, transfer, convey and deliver to Purchaser all of Seller’s right, title and interest in and to the Assumed Deposits.
Transfer and Consideration. (a) The Seller agrees, subject to the terms and conditions of this Agreement, to validly sell, assign, transfer, convey and deliver to the Purchaser, on the Effective Date the following assets (the "Assets"):
Transfer and Consideration. Subject to the terms and conditions set forth in this Agreement and except as may otherwise be indicated in any of the exhibits hereto, at the Closing, Purchaser shall purchase the Loans for an amount equal to the sum of the unpaid principal amount of the Loans transferred at the Closing, the amount of accrued interest on all such Loans and the Purchase Premium; and at the Closing Seller shall sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Encumbrances, all of Seller's right, title and interest in and to such Loans and deliver all of the Records to Purchaser. In addition, Seller shall transfer to Purchaser all funds held in escrow for payment of real property taxes due with respect to real property securing the Loans. Furthermore, Purchaser shall reimburse Seller for any amounts that have been advanced by Seller on behalf of its borrowers for payment of real property taxes due with respect to the real property securing the Loans, which amounts are being recovered by adjustments to the escrow payments to be made by the borrowers. Said amounts shall be listed on Exhibit A.
Transfer and Consideration. (A) Subject to Clause 2(B) below, the Vendors, as the legal and beneficial owners of the Sale Shares registered in their respective names (representing the entire issued and paid up share capital of BVI Co 1), agree to transfer the Sale Shares registered in their respective names to the Purchaser, free from all Encumbrances and with all rights, benefits and entitlements becoming attached or accruing thereto as from the Completion Date (the “Transfer”).
