Agreement to Sell and Contribute Sample Clauses

Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Seller hereby transfers, assigns, sets over, sells and otherwise conveys to the Buyer, without recourse, except as provided in Section 2.3(c), and the Buyer hereby purchases from the Seller, all of the Seller’s right, title and interest in and to the Exchange Note, including, but not limited to, all Closed-End Collections with respect to the related 20[ ]-[ ] Reference Pool after the Cut-Off Date.
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Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, on the date hereof, the Seller hereby:
Sample 1Sample 2Sample 3See All (33)
Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Seller hereby agrees, from time to time until the Termination Date, to sell in part and to contribute in part to the Buyer, and the Buyer hereby agrees, from time to time until the Termination Date, to purchase and acquire from the Seller, all of the Seller’s right, title and interest in, to and under the Receivables, the Contracts, all Equipment, all Related Security with respect to the foregoing, and all Collections and other proceeds of the foregoing. Except as provided in the immediately succeeding sentence, nothing contained in this Sale Agreement is intended to, nor shall it be deemed to, constitute a commitment on the part of the Seller or on the part of the Buyer to consummate any Purchase hereunder, it being understood that all such Purchases shall be made at the discretion of each such party but otherwise subject to the terms and conditions set forth herein. Notwithstanding the foregoing, the Buyer agrees, subject to the satisfaction of the conditions set forth in Section 3.02, to consummate any Purchase requested by the Seller pursuant to Section 2.02(b) for which the notice of purchase specifies that the entire Purchase Price shall be paid as a contribution to the Buyer’s capital and not in cash. Nothing contained in this Sale Agreement is intended to, nor shall it be deemed to, constitute an assumption by the Buyer of any obligation under any Contract.
Sample 1
Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, each Originator agrees to sell to, and in the case of XxxxxXxxxxx, to contribute to the capital of, the Buyer, and the Buyer agrees to purchase and accept from each Originator, from time to time on or after the Closing Date but before the Sale and Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:
Sample 1
Agreement to Sell and Contribute. (a) On the terms and conditions hereinafter set forth, the Purchaser agrees to purchase and the Seller agrees to sell, all of the Seller's right, title and interest in and to certain Advances originated by the Seller. The Purchaser shall make the initial Purchase hereunder on the Effective Date by purchasing from the Seller all Eligible Advances of the Seller existing as of the close of business on the Business Day immediately prior to the Effective Date, together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances. The Seller shall transfer to the Purchaser as a contribution to the capital of the Purchaser, all Advances (other than those described in the immediately preceding sentence), together with all of the Related Security relating to such Advances, all Collections with respect to, and other proceeds of, such Advances, existing as of the close of business on the business Day immediately prior to the Effective Date with respect to Loans with original Due Dates of September 1, 1996 or later. On each Business Day after the initial Purchase until the occurrence of the Termination Date, the Purchaser shall acquire all Advances originated by the Seller which have not been previously purchased or contributed hereunder, together with all of the Related Security relating to such Advances and all Collections with respect to and other proceeds of such Advances. Prior to making any Purchase hereunder, the Purchaser may request of any Seller, and the Seller shall deliver, such approvals, opinions, information, reports or documents as the Purchaser may reasonably request.
Sample 1
Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, each Originator agrees to sell to, and in the case of KHLP, to contribute to the capital of, the Buyer, and the Buyer agrees to purchase and accept from each Originator, from time to time on or after the Closing Date but before the Sale and Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:
Sample 1
Agreement to Sell and Contribute. On the terms and subject to the conditions set forth in this Agreement, each Originator agrees to sell to, and in the case of Sabre, to contribute to the capital of, the Buyer, and the Buyer agrees to purchase and accept from such Originator, from time to time on or after the Closing Date but before the Sale and Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:
Sample 1
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Related to Agreement to Sell and Contribute

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

  • 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:

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • 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 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.

  • Indemnity and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

  • 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 Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • 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 August 12, 2015 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, if any, on or before such date, whether or not received, of $191,491,726, 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.

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