Characteristics of Purchaser Assets Sample Clauses

Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital in connection with the financing of Equipment in the ordinary course of business of GE Capital or acquired by GE Capital in the ordinary course of its business, and, in each case, was fully and 700148757 06142559 properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital that, as of the Closing Date, has been assigned by GE Capital to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
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Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital, GECITS, VFS, IFS or NMHG, as applicable in connection with the financing or lease of Equipment in the ordinary course of business of GE Capital, GECITS, VFS, IFS or NMHG, as applicable or acquired by GE Capital, GECITS, VFS, IFS or NMHG, as applicable in the ordinary course of its business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any receivable that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital, GECITS, VFS, IFS or NMHG, as applicable, that, as of the Closing Date, has been assigned by GE Capital, GECITS, VFS, IFS or NMHG, as applicable, to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was originated in the United States of America by GE Capital in connection with the financing of Equipment in the ordinary course of business of GE Capital and was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any receivable that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital that, as of the Closing Date, has been assigned by GE Capital to Seller, and by Annex A to Loan Purchase and Sale Agreement Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital, GECITS, VFS or IFS, as applicable in connection with the financing or lease of Equipment in the ordinary course of business of GE Capital, GECITS, VFS or IFS, as applicable or acquired by GE Capital, GECITS, VFS or IFS, as applicable in the ordinary course of its business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital, GECITS, VFS or IFS, as applicable, that, as of the Closing Date, has been assigned by GE Capital, GECITS, VFS or IFS, as applicable, to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by the Originator in connection with the financing or lease of Equipment in the ordinary course of the Originator's business or acquired by the Originator in the ordinary course of the Originator's business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of the Originator that, as of the Closing Date, has been assigned by the Originator to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital, [•], [•] or [•], as applicable in connection with the financing or lease of Equipment in the ordinary course of business of GE Capital, [•], [•] or [•], as applicable or acquired by GE Capital, [•], [•] or [•], as applicable in the ordinary course of its business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any [loan] [receivable] that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital, [•], [•] or [•], as applicable, that, as of the Closing Date, has been assigned by GE Capital, [•], [•] or [•], as applicable, to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital in connection with the financing or lease of Equipment in the ordinary course of GE Capital’s business or acquired by GE Capital in the ordinary course of its business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital or GECT, as applicable, that, as of the Closing Date, has been assigned by GE Capital or GECT, as applicable, to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.
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Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by GE Capital, GECITS or VFS, as applicable in connection with the financing or lease of Equipment in the ordinary course of business of GE Capital, GECITS or VFS, as applicable or acquired by GE Capital, GECITS or VFS, as applicable in the ordinary course of its business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and enforceable first priority security interest (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of GE Capital, GECITS or VFS, as applicable, that, as of the Closing Date, has been assigned by GE Capital, GECITS or VFS, as applicable, to Seller, and by Seller to Purchaser and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security.

Related to Characteristics of Purchaser Assets

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Characteristics of Receivables As of the Cut-Off Date (or such other date as may be specifically set forth below), each Receivable:

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • 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):

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Delivery of Purchased Assets The Seller shall have delivered possession of the Purchased Assets to the Purchaser, and shall have made all intangible Purchased Assets available to the Purchaser.

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