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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, VCI agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of VCI’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, described in an Assignment in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $[ ], which sale shall be effective as of the Cut-Off Date. 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 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, COAF does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title and interest in, to and under the Receivables, the Collections after the Initial Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, identified in an Assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Initial Purchased Assets”). The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of COAF or any Originator to the Obligors 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby transfer, assign, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands 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 (“Assignment”) delivered on the Closing Date (the “Bank Transferred Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby transfer, assign, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) 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 (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (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 FTH LLC or 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby sell, transfer, assign, set over, contribute and otherwise convey to XXXX without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under the Receivables, the Collections after the [Initial] Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date (collectively, the “[Initial] Purchased Assets”)[, which sale shall be effective as of the Initial Cut-Off Date]. The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by XXXX of any obligation of the Bank 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, Colonial 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 Colonial’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 Colonial to the Obligors, the Originators, 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, Ohio Bank agrees to transfer, assign, set over, sell and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date (a) all of its right, title, interest, claims and demands of the Ohio Bank in, to and under the Receivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Ohio Bank Sold Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $99,784,092.15, which sale shall be effective as of the Cut-Off Date and (b) all of its right, title, interest, claims and demands of the Ohio Bank, in, to and under the Receivables described on Schedule IV hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the Assignment in the form of Exhibit A delivered on the Closing Date (the “Ohio Bank Participated Assets” and, together with the Ohio Bank Sold Assets, the “Ohio Bank Transferred Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $319,531,975.29, which sale shall be effective as of the Cut-Off Date. For the avoidance of doubt, the parties hereto agree that (i) Ohio Bank has previously sold or contributed an undivided 100% interest in the Ohio Bank Participated Assets to FTH LLC pursuant to the Master Loan Contribution and Participation Agreement, and that the foregoing provision is intended to transfer any remaining right, title and interests of Ohio Bank in such Ohio Bank Participated Assets to FTH LLC and (ii) that the Participation Agreement and the Servicing Agreement (as defined in the Participation Agreement), as each such document relates to the Ohio Bank Participated Assets and the Receivables and Participation Interests related thereto, shall be deemed terminated and be of no further force and effect with respect to the Ohio Bank Participated Assets and the Receivables, and Participation Interests related thereto. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of Ohio Bank or the applicable Originator to the Obligors, the Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agre...
Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC agrees to transfer, assign, set over, sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands of the Seller, in, to and under each of (a) the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Purchased Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $820,573,733.90, which sale shall be effective as of the Cut-Off Date, (b) the Ohio Sale Agreement and (c) the Michigan Sale Agreement. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC or the applicable Originator to the Obligors, the Dealers 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 and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, Michigan Bank agrees to transfer, assign, set over, sell and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands of the Michigan Bank, in, to and under the Receivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, described in the assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Michigan Bank Sold Assets”) having a Net Pool Balance as of the Cut-Off Date equal to $401,257,666.46, which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of Michigan Bank or the applicable Originator to the Obligors, the Dealers 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.
