Common use of Agreement for Sale and Purchase Clause in Contracts

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, 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 VWFS 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 Seller Solvency Certificate(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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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(Clean14 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS 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 Seller Solvency Certificate(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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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 Clause 2.2. 2.2 The sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Issuer, as beneficial owner, 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(CleanClause 12.3 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS Receivable shall take effect on and with effect from [***] (the "Repurchase Date"), subject to the discharge by VWFS of its obligations in clause 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 13 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 ConditionsAgreement; (b) VWFS delivering to the Issuer and the Security Trustee a duly completed SolvencyOfficer's Certificate, substantially in the form set out in Schedule 2 (Form of Seller Solvency Certificate(Form of Solvency Officer's 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 InstrumentsNotes, and any obligations ranking pari passu with or senior to the Instruments Notes 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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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 Clause 2.2. 2.2 The sale pursuant to clause 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(CleanClause 12 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS Receivable shall take effect on and with effect from [***●] (the "Repurchase Date"), subject to the discharge by VWFS of its obligations in clause 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 ConditionsAgreement; (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 Seller Solvency Certificate(Form of Solvency Certificate) to this Agreement, signed by a duly authorised officer of VWFS, immediately prior to such payment being made or effected; andand \\1080220 4164-2541-8061 v8 Xxxxx Lovells (c) the Repurchase Price being sufficient to discharge all payment obligations under the InstrumentsNotes, and any obligations ranking pari passu with or senior to the Instruments Notes 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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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(Clean14 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS 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 Seller Solvency Certificate(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 applicable 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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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 Clause 2.2. 2.2 The sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Issuer, as beneficial owner, 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(CleanClause 12.3 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS Receivable shall take effect on and with effect from [***] (the "Repurchase Date"), subject to the discharge by VWFS of its obligations in clause 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 (Notices) 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 ConditionsAgreement; (b) VWFS delivering to the Issuer and the Security Trustee a duly completed Solvency's Solvency Certificate, substantially in the form set out in Schedule 2 (Form of Seller Solvency Certificate(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 InstrumentsNotes, and any obligations ranking pari passu with or senior to the Instruments Notes 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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.

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 Clause 2.2. 2.2 The sale pursuant to clause Clause 2.1 shall be by way of absolute assignment and, accordingly, the Issuer, 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(CleanClause 12.3 (Clean-Up Call Option) of the Receivables Purchase Agreement. 2.4 The assignment in respect of each VWFS Receivable shall take effect on and with effect from [***] (the "Repurchase Date"), subject to the discharge by VWFS of its obligations in clause 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 13 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 ConditionsAgreement; (b) VWFS delivering to the Issuer and the Security Trustee a duly completed SolvencyOfficer's Certificate, substantially in the form set out in Schedule 2 (Form of Seller Solvency Certificate(Form of Solvency Officer's 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 InstrumentsNotes, and any obligations ranking pari passu with or senior to the Instruments Notes 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 Receivables (at the cost of VWFS and without recourse or warranty on the part of the Issuer), the Issuer shall: (a) re-assign and re-transfer to VWFS the relevant Repurchased Receivables and all of its rights, title, benefits and interests therein (and the Ancillary Rights referable thereto) and to the Collections thereof free from the trusts created pursuant to the Deed of Charge and Assignment and each Scottish Declaration of Trust (and any security interest attaching to the interest of the Issuer in such trusts); and (b) take all such steps and comply with all such formalities as VWFS may reasonably require to perfect the re-assignment and/or release from any Scottish Trust of VWFS's title to such Repurchased Receivable (and the Ancillary Rights referable thereto), including, where appropriate, by giving notice of such re-assignment or retrocession to the relevant Obligor (and any related guarantor), and/or to perfect the release from the trust of the security interests referred to in paragraph (a) above.