Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):
(i) the Receivables and all moneys received thereon after the Cutoff Date;
(ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;
(iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;
(iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;
(v) all rights under any Service Contracts on the related Financed Vehicles;
(vi) the related Receivable Files;
(vii) all of the Seller’s (A) Accounts, (B) Chattel Paper, (C) Documents, (D) Instruments and (E) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vi); and
(viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.
(b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).
Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 (a) Conveyance of the Initial Receivables and the Initial Other Conveyed Property. Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the Initial Receivables and the Initial Other Conveyed Property. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Initial Receivables and the Initial Other Conveyed Property shall not be part of Seller's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.
Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the Receivables and the Other Conveyed Property. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.
(b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).
Conveyance of the Receivables and the Other Conveyed Property. 4 SECTION 2.1 Conveyance of the Initial Receivables and the Initial Other Conveyed Property..
Conveyance of the Receivables and the Other Conveyed Property. Section 2.1 Conveyance of the Receivables and the Other Conveyed Property.
(a) Subject to the terms and conditions of this Agreement, the Originator hereby sells, transfers, assigns and otherwise conveys to the Depositor without recourse (but without limitation of its obligations in this Agreement), and the Depositor hereby purchases, all right, title and interest of the Originator in and to the Receivables and the Other Conveyed Property, including all moneys received after the Cutoff Date. It is the intention of the Originator and the Depositor that the sale and assignment contemplated by this Agreement constitutes a sale and contribution of the Receivables and the Other Conveyed Property from the Originator to the Depositor, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property will not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.
(b) Simultaneously with the sale of the Receivables and the Other Conveyed Property to the Depositor, the Depositor has paid or caused to be paid to or upon the order of the Originator a purchase price equal to the aggregate Principal Balance of the Receivables. An amount equal to the net proceeds of the Class A Notes (less the initial deposit to the Spread Account) shall be paid by wire transfer of immediately available funds and the remaining balance of the purchase price will be paid with a portion of the proceeds from the sale of the Certificate by the Depositor to the Residual Holder.
Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, the Originator hereby sells, transfers, assigns and otherwise conveys to the Depositor without recourse (but without limitation of its obligations in this Agreement), and the Depositor hereby purchases, all right, title and interest of the Originator in and to the Receivables and the Other Conveyed Property, including all moneys received after the Cutoff Date. It is the intention of the Originator and the Depositor that the sale and assignment contemplated by this Agreement constitutes a sale and contribution of the Receivables and the Other Conveyed Property from the Originator to the Depositor, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property will not be part of the Originator’s estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.
(b) Simultaneously with the sale of the Receivables and the Other Conveyed Property to the Depositor, the Depositor has paid or caused to be paid to or upon the order of the Originator a purchase price equal to the aggregate Principal Balance of the Receivables. An amount equal to the net proceeds of the Class A Notes (less the initial deposit to the Spread Account) shall be paid by wire transfer of immediately available funds and the remaining balance of the purchase price will be paid with a portion of the proceeds from the sale of the Certificate by the Depositor to the Residual Holder.
Conveyance of the Receivables and the Other Conveyed Property. By execution of this Agreement and subject to the terms and conditions of this Agreement and simultaneously with the execution and delivery of the related Supplement, the relevant Sellers shall sell and/or contribute, transfer and assign to the Purchaser (collectively, the “Conveyance”) without recourse (but without limitation of its obligations in this Agreement and the other Transaction Documents), and the Purchaser shall purchase or acquire as a contribution, all right, title and interest of such Sellers in and to:
(i) each and every Receivable listed on Schedule A and B to the related Supplement and all Collections thereon or in respect thereof on or after the Relevant Cutoff Date;
(ii) the Related Security with respect to each Receivable;
(iii) all Proceeds and the rights to receive Proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies or Collateral Insurance (if any), covering Financed Vehicles or Obligors;
(iv) all rights under any service contracts on the related Financed Vehicles;
(v) all rights of the Sellers against Dealers pursuant to Dealer Agreements or Dealer Assignments;
(vi) all rights of Seller against Third Party Lenders pursuant to Third Party Loan Purchase Agreements and/or Third Party Assignments.
(vii) the related Records; and
(viii) all Proceeds of any or all of the foregoing.
Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.
(a) Subject to the terms and conditions of this Agreement, Originator hereby sells, transfers, assigns and otherwise conveys to Depositor without recourse (but without limitation of its obligations in this Agreement), and Depositor hereby purchases, all right, title and interest of Originator in and to the Receivables and the Other Conveyed Property, including collections paid on or after the Cutoff Date. It is the intention of Originator and Depositor that the sale and assignment contemplated by this Agreement constitutes a sale and contribution of the Receivables and the Other Conveyed Property from Originator to Depositor, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property will not be part of Originator's estate in the event of the filing of a bankruptcy petition by or against Originator under any bankruptcy or similar law.
(b) Simultaneously with the sale of the Receivables and the Other Conveyed Property to Depositor, Depositor has paid or caused to be paid to or upon the order of Originator an amount equal to net proceeds of the Class A Notes (less the initial deposit to the Spread Account) by wire transfer of immediately available funds and the remainder shall constitute a contribution to the capital by the Originator to the Depositor (a wholly-owned subsidiary of Originator).
Conveyance of the Receivables and the Other Conveyed Property. 3 Execution Version
Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.
(a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement, OFL-A hereby agrees to sell, transfer, assign, and otherwise convey, from time to time, to the Purchaser, without recourse (but without limitation of its obligations in this Agreement), and the Purchaser hereby agrees to purchase, all right, title and interest of OFL-A in and to certain Receivables and Other Conveyed Property originated by OFL-A. It is the intention of OFL-A and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute sales of such Receivables and Other Conveyed Property from OFL-A to the Purchaser, conveying good title thereto free and clear of any Liens, and such Receivables and Other Conveyed Property shall not be part of OFL-A's estate in the event of the filing of a bankruptcy petition by or against OFL-A under any bankruptcy or similar law.
(b) OFL-A shall, on the Closing Date and on a date occurring no less frequently than weekly thereafter (each a "Request Notice Date") deliver to the Purchaser a
