Purchase On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse:
(i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle;
(ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;
(iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables;
(v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and
(vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”
Purchases Without the prior written consent of Lender, no materials, machinery, equipment, fixtures or any other part of the Repairs or Capital Replacements will be purchased or installed under conditional sale contracts or lease agreements, or any other arrangement wherein title to such Repairs or Capital Replacements is retained or subjected to a purchase money security interest, or the right is reserved or accrues to anyone to remove or repossess any such Repairs or Capital Replacements, or to consider them as personal property.
Purchase Entirely for Own Account This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.
Bill xx Sale Purchaser shall have executed and delivered the Bill xx Sale.
Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
Purchases for Your Own Account You shall not purchase our Shares for your own account for purposes of resale to the public, but you may purchase Shares for your own investment account upon your written assurance that the purchase is for investment purposes and that the Shares will not be resold except through redemption by us.
Subsequent Purchases After the Closing Date, until the Purchase and Sale Termination Date, each Receivable and the Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator to the Buyer immediately (and without further action) upon the creation of such Receivable.
Sale 10% Of Successful Bid Price
a. The Purchaser (except where the Assignee is bidding) shall as soon as practicable and within THREE (3) Working Days after the fall of the hammer and sign a form of contract (referred to as “the Memorandum”) at the foot of these Conditions of Sale and on the same day deposit with the Auctioneer the difference between the amount paid pursuant to Clause 6.e above and the sum equivalent to 10% of the successful bid price either via a bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to HONG XXXXX ISLAMIC BANK BERHAD/XXXXXXX XXXX XXX XXXXXX or remit the same through online banking transfer to the bank account designated by the Auctioneer, as payment of deposit and towards part payment of the purchase price. For the avoidance of doubt, the Purchaser is required to attend to the Auctioneer’s office at to sign the Memorandum within 3 Working Days after the fall of the hammer. The amount of the bank draft or cashier’s order shall include any commission/charge levied by the issuing bank and outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser. The sums paid by the Purchaser under Clause 6.e and this Clause herein (collectively referred to as “the Deposit”) shall be held by the Assignee subject to the provisions of these Conditions of Sale.
b. The Auctioneer reserves the right to hold the Memorandum and not deliver the same to the Purchaser until all payments for the actual deposit are received.
c. In default of:
(i) execution of the Memorandum by the Purchaser; and
(ii) payment of the difference between the initial deposit and the sum equivalent to 10% of the successful bid price no later than 3 working days from the date of the auction sale by the Purchaser; the Assignee is at liberty to forfeit all such sums paid by the Purchaser and put the Property up for auction again and clause 11 below shall be applicable.
Sell assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;
Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.
