Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase:
(a) on 27 April 2020 all right, title and interest of the Seller to the Initial Receivables; and
(b) on any Additional Purchase Date, all right, title and interest of the Seller to the Additional Receivables specified by the Seller in the relevant Notice of Sale, in each case on the terms set out in clause 2.2.
2.2 Each sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Seller, with full title guarantee, and so far as relating to the Northern Irish Receivables, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Issuer all of its right, title and interest in and to each Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Receivables but excluding all Excluded Amounts. The Seller shall not select assets to be transferred to the Issuer with the aim of rendering losses on the assets transferred to the Issuer, measured over the life of the Transaction, higher than the losses over the same period on comparable assets held on the balance sheet of the Seller.
2.3 The assignment and transfer in respect of each Receivable shall take effect on and with effect from the time on the Closing Date or the Additional Purchase Date, as the case may be, when the Issuer gives the confirmation referred to in clause 6 (Completion), in respect of such Receivables.
2.4 The sale and assignment of the Initial Receivables pursuant to the Notice of Sale put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the close of business on the Initial Cut-Off Date. Consequently, to the extent that the Seller has received any interest or principal or other income from such Receivables between the close of business on the Initial Cut-Off Date to and including the Closing Date or thereafter the Payment Date immediately following the delivery of the Notice of Sale, the Seller will deal with such amounts in accordance with the Servicing Agreement in the same manner as any other Collections in respect of the Purchased Receivables.
2.5 The sale and assignment of any Additional Receivables pursuant to the Notice of Sale will put the Seller and the Issuer in the same economic position as if such sale and assignment had taken place as at the...
Agreement for Sale and Purchase. 2.1 Subject to the terms and conditions of this Agreement, the Issuer agrees to sell and VWFS agrees to purchase the Receivables listed in Schedule 1 (Repurchased Receivables) of this Agreement (the "Repurchased Receivables") on the terms set out in clause 2.2
2.2 The sale pursuant to clause 2.1 shall be by way of absolute assignment and, accordingly, the Issuer, with full title guarantee, and so far as relating to the Northern Irish Receivables as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to VWFS all of its right, title and interest in and to each Repurchased Receivable, including, to the fullest extent possible under applicable law, all Ancillary Rights related to such Repurchased Receivable.
2.3 The repurchase price payable in respect of the Repurchased Receivables will be equal to the fair market value of the Repurchased Receivables as at the end of the Monthly Period in which the repurchase occurs (the "Repurchase Price") as determined in accordance with clause 14 (Clean-Up Call Option) of the Receivables Purchase Agreement.
2.4 The assignment in respect of each Repurchased Receivable shall take effect on and with effect from [●] (the "Repurchase Date"), subject to the discharge by VWFS of its obligations in clause 2.5 below and the payment of the Repurchase Price.
2.5 The assignment of the Purchased Receivables is subject to the following conditions:
(a) VWFS having served written notice of its intention to require the exercise of the Clean-Up Call Option on (i) the Noteholders published in accordance with Condition 12 of the Notes Conditions one month (or more) prior to the date of this Agreement and (ii) the Lenders in accordance with Condition 9 (Notices) of the Loans Conditions;
(b) VWFS delivering to the Issuer and the Security Trustee a duly completed Solvency's Certificate, substantially in the form set out in Schedule 2 (Form of Solvency Certificate) to this Agreement, signed by a duly authorised officer of VWFS, immediately prior to such payment being made or effected; and
(c) the Repurchase Price being sufficient to discharge all payment obligations under the Instruments, and any obligations ranking pari passu with or senior to the Instruments in the Order of Priority in full.
2.6 On the Repurchase Date VWFS shall pay into the Distribution Account the Repurchase Price.
2.7 Upon payment of the Repurchase Price by VWFS in respect of the Repurchased Recei...
Agreement for Sale and Purchase. The Sellers hereby irrevocably agree to sell and the Buyers hereby irrevocably agree to purchase the Vessel on the terms and conditions hereinafter set forth.
Agreement for Sale and Purchase. On execution of this Agreement by all parties it is agreed by them that the Vendors shall sell to the Purchaser and the Purchaser shall purchase from the Vendors the Shares free from all encumbrances for the Consideration and upon the terms and conditions set out in this Agreement.
Agreement for Sale and Purchase. (a) The Sellers hereby irrevocably agree to sell and the Buyers hereby irrevocably agree to purchase the Vessel on the terms and conditions hereinafter set forth.
(b) For the avoidance of doubt, it is understood that the Sellers are entitled to claim compensation for their losses, documented damages or expenses for any non-compliance by the Owners of their obligations under this Agreement.
Agreement for Sale and Purchase. Sellers hereby agree to sell to Buyer and Buyer hereby agrees to purchase from Sellers on the Closing Date (as hereinafter defined) all, but not less than all, of the Shares.
Agreement for Sale and Purchase. For the consideration and subject to the terms and conditions herein set forth, Seller hereby agrees to sell its right, title and interest in and to the Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, at the Closing on the Closing Date.
Agreement for Sale and Purchase. 2.1 The Sellers are to sell and the Buyers are to buy the Properties in accordance with Schedule 8.
2.2 The interests to be sold are leasehold under the Sellers' Leases.
2.3 The sale includes the Fixtures but subject to the right of a tenant to remove tenant's and trade fixtures and fittings.
2.4 Subject to clause 2.5, the Buyers shall be obliged to complete notwithstanding damage to or destruction of the Properties.
2.5 If at any time prior to the Completion Date the whole or substantially the whole of the Estate shall be damaged or destroyed so as to be unfit for beneficial occupation or use, then the Buyers on written notice to the Sellers may elect to determine this Agreement with immediate effect whereupon this Agreement shall automatically cease and determine and be of no further force or effect whatsoever (but without prejudice to the rights of any party in respect of any prior breach or breaches by any other party of the terms of this Agreement) and the Sellers shall return the deposit monies referred to in clause 6 to the Buyers together with all interest actually accrued thereon within five working days of receipt of the said notice.
Agreement for Sale and Purchase. On execution of this Agreement by all parties it is agreed by them that the Vendor shall sell to the Asset Purchaser the transport and warehousing assets from the Vendor free from all encumbrances for the Consideration and upon the terms and conditions set out in this Agreement. On execution of this Agreement by all parties it is agreed by them that the Vendor and the Operator shall begin joint operations in transport and warehousing under the trading name of the Operator, Roadbees Transport on 1st September 2017 at a pace comfortable with the merge of both operations and upon the terms and conditions set out in this Agreement. On execution of this Agreement by all parties it is agreed by them that the joint operations under the Operator shall be subject to identified profit and costs until completion and upon the terms and conditions set out in this Agreement.
Agreement for Sale and Purchase. 2.1 The Seller shall sell with full title guarantee and the Purchaser shall purchase with effect from the Completion Date, all its rights, title and interest in free from all charges, restrictions, liens and other encumbrances attaching to them:
2.1.1 the Business (as a going concern); and
2.1.2 the Goodwill;
