Initial Purchase. On the Initial Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Initial Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to XXXX, without recourse:
(i) all right, title and interest of the Seller in, to and under the Initial Receivables listed on the Schedule of Initial Receivables and all monies received thereon on and after the Initial Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer covering any related Financed Vehicle;
(ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and, to the extent permitted by law, any accessions thereto;
(iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from recourse against Dealers on the Initial Receivables;
(v) all right, title and interest of the Seller in, to and under the First Step Initial Receivables Assignment;
(vi) the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution Date; and
(vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (vii) above i...
Initial Purchase. In consideration for the Initial Purchased Property, XXXX shall, on the Initial Closing Date, pay to the Seller an amount equal to the Initial Aggregate Receivables Principal Balance in respect of the Initial Receivables and the Seller shall execute and deliver to XXXX an assignment in the form attached hereto as Exhibit A (the “First Step Initial Receivables Assignment”). The Initial Aggregate Receivables Principal Balance is equal to $528,012,846.38. A portion of the Initial Aggregate Receivables Principal Balance shall be paid to the Seller in immediately available funds and the balance of such purchase price shall be paid through one or both of (a) an increase in the amount owing from XXXX to Seller under the Intercompany Advance Agreement (as a result of an advance made thereunder from Seller to XXXX) and (b) an increase in Seller’s capital account in XXXX (as a result of a deemed capital contribution from the Seller to XXXX). The amount advanced under the Intercompany Advance Agreement and the amount of the deemed capital contribution shall be duly recorded by the Seller and XXXX.
Initial Purchase. The sale and purchase of the Initial Receivables shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on the Initial Closing Date at a time mutually agreeable to the Seller and XXXX, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer and Servicing Agreements.
Initial Purchase. The Seller shall give the Purchaser at least one Business Day’s notice of its request for the initial Purchase hereunder, which request shall specify the date of such Purchase (which shall be a Business Day) and the proposed Purchase Price for such Purchase. On the date of such Purchase, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c).
Initial Purchase. The obligations of the Buyers (and the Agent on the Buyers’ behalf) to make the initial purchase under this Agreement are subject to the Seller’s fulfillment of the following conditions precedent:
(a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent:
(i) this Agreement duly executed by the parties;
(ii) the Fee Letter, duly executed by the Seller;
(iii) a current UCC search report of a UCC filings search in the office of the Secretary of State of the State of Colorado;
(iv) the Custody Agreement duly executed by the Agent, the Seller and the Custodian;
(v) the Electronic Tracking Agreement duly executed by the Seller, MERS, MERSCorp., Inc. and the Agent;
(vi) a copy of the corporate resolution (or equivalent thereof) of the Seller authorizing the execution, delivery and performance of the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(vii) an incumbency certificate showing the names and titles and bearing the signatures of the officers of the Seller authorized to execute the Repurchase Documents, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(viii) a copy of the bylaws of the Seller, certified as of the date of this Agreement by the Secretary or an Assistant Secretary of the Seller;
(ix) a copy of the Articles of Incorporation of the Seller with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent in its sole discretion;
(x) a certificate of good standing (or the equivalent thereof) for the Seller in the jurisdiction of its incorporation, certified by the appropriate governmental officials as of a date acceptable to the Agent in its sole discretion;
(xi) evidence reasonably satisfactory to the Agent (i) as to the due filing and recording in all appropriate offices of all financing statements, (ii) if there are any Purchased Loans that require the Buyers’ interest to be noted by book entry, that such book entry has been duly made and (iii) if there is any “investment property” under the UCC of the State of New York or other applicable law, that such instruments as are necessary to give the Agent “control” of such investment property have been duly executed by the Seller and the relevant...
Initial Purchase. The Seller shall give the Purchaser at least one Business Day's notice of its request for the initial Purchase hereunder, which request shall specify the date of such Purchase (which shall be a Business Day) and the proposed Purchase Price for such Purchase. The Purchaser shall promptly notify the Seller whether it has determined to make such Purchase. On the date of such Purchase, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c).
Initial Purchase. The initial Purchase Tranche contemplated hereunder shall be closed and funded simultaneous with the execution of this Agreement by Lender, Assignee and Borrower.
Initial Purchase. On the IPO Effective Date, after giving effect to the Contribution, IBG Holdings shall sell 40,000,000 IBG LLC Shares to IBGI (the “Initial Purchase”) for an aggregate consideration consisting of: (a) the sum of $1,177,892,000, such amount to be paid out of the net proceeds of the IPO, and (b) an amount equal to the tax benefits to be realized by IBGI over time, in accordance with the Tax Receivable Agreement, in connection with the Initial Purchase. IBGI shall pay the cash consideration set forth in clause (a) above on the IPO Date by wire transfer of immediately available funds to an account designated in writing by IBG Holdings. Upon completion of the Initial Purchase, the Contribution with respect to the IBG LLC membership interests held by Xxxxxx Xxxxxxxx individually shall be consummated, IBG LLC shall admit IBGI as its sole managing member pursuant to the IBG LLC Operating Agreement, and the books and records of IBG LLC shall be updated to reflect the Initial Purchase.
Initial Purchase. Subject to the terms and conditions of this ---------------- Supplement, including delivery of notice, if any, required by Section 2.05, (i) ------------ on the Series 0000-0 Xxxxxxxx Date, (A) the Series 2000-1 Initial Purchaser may, in its sole discretion, purchase the Series 2000-1 VFC Certificate, in an amount equal to the Series 2000-1 Initial Invested Amount, or (B) if the Series 2000-1 Initial Purchaser shall have notified the Funding Agent that it has elected not to purchase the Series 2000-1 VFC Certificate on the Series 0000-0 Xxxxxxxx Date, each Series 2000-1 APA Bank hereby severally agrees to purchase on the Series 0000-0 Xxxxxxxx Date its Series 2000-1 VFC Certificate Interest, which Series 2000-1 VFC Certificate Interest of each Series 2000-1 APA Bank will be reflected on the schedule attached as Schedule I to the Series 2000-1 VFC Certificate, in an amount equal to such Series 2000-1 APA Bank's Series 2000-1 Commitment Percentage of the Series 2000-1 Initial Invested Amount and (ii) thereafter, (A) if the Series 2000-1 Initial Purchaser shall have purchased the Series 2000-1 VFC Certificate on the Series 0000-0 Xxxxxxxx Date, the Series 2000-1 Initial Purchaser may, in its sole discretion, maintain the Series 2000-1 VFC Certificate, subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Series 2000-1 Supplement and (B) if the Series 2000-1 APA Banks shall have purchased Series 2000-1 VFC Certificate Interest on the Series 0000-0 Xxxxxxxx Date or, in any case, on or after the Series 2000-1 Purchase Date, the Series 2000-1 APA Banks hereby severally agree to maintain their respective Series 2000-1 VFC Certificate Interest subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Supplement. The Company hereby agrees to maintain ownership of the Series 2000-1 Subordinated Interests, subject to increase or decrease during the Series 2000-1 Revolving Period, in accordance with the provisions of this Supplement. Payments by the Series 2000-1 Initial Purchaser in respect of the Series 2000-1 VFC Certificate or the Series 2000-1 APA Banks in respect of their Series 2000-1 VFC Certificate Interests shall be made in immediately available funds on the Series 0000-0 Xxxxxxxx Date to the Funding Agent for payment to the Trust.
Initial Purchase. On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7(I) and 8(I) hereof, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company (such purchase, the “Initial Purchase”) Thirty Thousand Three Hundred Thirty Three (30,000) Purchase Shares (collectively, the “Initial Purchase Shares”) for aggregate consideration of Three Hundred Thousand Dollars ($300,000) (the “Initial Purchase Amount”).
