Agreement to Contribute and Convey Sample Clauses

Agreement to Contribute and Convey. The Issuer will deliver the net proceeds from the sale of the Bonds and issue the Certificates to the order of the Company or its designee in consideration of the transfer of the Mortgage Loans and the related rights thereunder and the rights pursuant to the Sales Agreement (collectively, the "Consideration"). As and for the Consideration and subject to the terms and conditions set forth herein, the Company agrees to contribute and convey, and the Trust agrees to accept and acquire, all of the Company's right, title, and interest in and to the Mortgage Loans identified on the schedule (the "Loan Schedule") annexed hereto as Exhibit E. The Loan Schedule will set forth as to each Mortgage Loan the items specified in the definition of "Loan Schedule" in the Indenture. The aggregate of the principal balances of the Mortgage Loans being contributed and conveyed pursuant to this Agreement as of the close of business on the applicable Cut-off Dates, after application of all payments of principal received in respect of such Mortgage Loans before the applicable Cut-off Dates (the "Initial Pool Balance"), is set forth on the Cross Receipt executed concurrently herewith in the form of Exhibit F attached hereto (the "Cross Receipt"). Simultaneously with and in consideration of the Company's contribution and conveyance of the Mortgage Loans to the Trust, the Trust shall cause the Bonds to be issued and delivered and shall transfer the net proceeds received from the sale of the Bonds to be delivered to the Company and the Trust shall cause the Certificates to be issued to the order of the Company or its designee. The Company shall be deemed automatically and for all purposes to have made a contribution to the capital of the Trust (which contribution shall be reflected in the value assigned to the certificates evidencing equity interests in the Trust) in an aggregate amount specified on the Cross Receipt. The transfer and conveyance of the Mortgage Loans shall take place on the Closing Date.
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Agreement to Contribute and Convey. The Issuer acknowledges that the net proceeds from the sale of the Notes ($168,378,147.70) will be paid to the Depositor or its designee, and the Issuer will issue the Certificates to the order of the Depositor or its designee, in consideration of the transfer of the Home Loans and the related rights, title, and interests thereunder and the rights of the Depositor pursuant to the Home Loan Sale Agreement (collectively, the "Consideration"). As and for the Consideration and subject to the terms and conditions set forth herein, the Depositor agrees to contribute and convey, and the Trust agrees to accept and acquire, all of the Depositor's right, title, and interest in and to the Home Loans identified on the schedule (the "Home Loan Schedule") annexed hereto as Exhibit E. The Home Loan Schedule will set forth as to each Home Loan the items --------- specified in the definition of "Home Loan Schedule" in the Indenture. The aggregate of the principal balances of the Home Loans being contributed and conveyed pursuant to this Agreement as of the close of business on the Cut-off Date, after application of all payments of principal received in respect of such Home Loans before the Cut-off Date (the "Initial Pool Principal Balance"), is set forth on the Cross Receipt executed concurrently herewith in the form of Exhibit F attached hereto (the "Cross Receipt"). Simultaneously with --------- and in consideration of the Depositor's contribution, transfer, sale and conveyance of the Home Loans to the Trust, the Trust shall cause the Notes to be issued and delivered to the Depositor or its designee and the Certificates to be issued to the order of the Depositor or its designee. The transfer and conveyance of the Home Loans shall take place on the Closing Date.
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Agreement to Contribute and Convey. As and for the Consideration and subject to the terms and conditions set forth herein, the Depositor agrees to contribute and convey, and the Issuer agrees to accept and acquire, all of the Depositor's right, title and interest in and to the fixed rate and adjustable rate mortgage loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A (such loans, together with all related rights, interests and obligations, are collectively referred to herein as the "Mortgage Loans"). The Mortgage Loans will be divided into two groups. Those Mortgage Loans in Group I (the "Group I Mortgage Loans") will secure the Class A-1 Notes and those Mortgage Loans in Group II (the
Sample 1
Agreement to Contribute and Convey. The Issuer will deliver the net proceeds from the sale of the Bonds and issue the Certificates to the order of the Company or its designee in consideration of the transfer of the Mortgage Loans and the related rights thereunder and the rights pursuant to the Sales Agreement (collectively, the "Consideration"). As and for the Consideration and subject to the terms and conditions set forth herein, the Company agrees to contribute and convey, and the Trust agrees to accept and acquire, all of the Company's right, title, and interest in and to the Mortgage Loans identified on the schedule (the "Loan Schedule") annexed hereto as [Exhibit E.] The Loan Schedule will set forth as to each Mortgage Loan the items specified in the definition of "Loan Schedule" in the Indenture. The aggregate of the principal balances of the Mortgage Loans being contributed and conveyed pursuant to this Agreement as of the close of business on the applicable Cut-off Dates, after application of all payments of principal received in respect of such Mortgage Loans before the
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Related to Agreement to Contribute and Convey

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Agreement to Sell 1.1 Seller hereby agrees to sell the Project to Purchaser, and Purchaser hereby agrees to purchase the Project from Seller, in accordance with the terms and subject to the conditions hereinafter set forth.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Agreement to Sell and to Purchase Subject to and in accordance with the terms, conditions and provisions hereof, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.

  • Agreement to Sell and Buy Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on September 29, 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $67,614,088, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Seller’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:

  • Agreement to Cooperate Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

  • Agreement to Lock-Up Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days (which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

  • Agreement to Issue Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Republic agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Republic, at the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, the aggregate principal amount of the Securities set forth in Schedule II hereto.

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