Common use of Initial Timeshare Loans Clause in Contracts

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on the Schedule of Timeshare Loans, (ii) the Receivables in respect of the Initial Timeshare Loans due on and after the Initial Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of the Initial Timeshare Loans, (v) all rights and remedies of the Seller pursuant to the Purchase Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (vi) being referred to as the "Initial Conveyed Timeshare Property"). Upon such sale, the ownership of each KL2 2776978.7 Initial Timeshare Loan and all collections allocable to principal and interest thereon since the Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.

Appears in 1 contract

Samples: Sale Agreement (Diamond Resorts Corp)

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Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on the Schedule of Timeshare Loans, (ii) the Receivables in respect of the Initial Timeshare Loans due on and after the Initial Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of the Initial Timeshare KL2 2869714.8 Loans, (v) all rights and remedies of the Seller pursuant to the Purchase Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (vi) being referred to as the "Initial Conveyed Timeshare Property"). Upon such sale, the ownership of each KL2 2776978.7 Initial Timeshare Loan and all collections allocable to principal and interest thereon since the Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.

Appears in 1 contract

Samples: Sale Agreement (Diamond Resorts International, Inc.)

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on the Schedule of Timeshare Loans, (ii) the Receivables in respect of the Initial Timeshare Loans due on and after the Initial Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of the Initial Timeshare Loans, (v) all rights and remedies of the Seller pursuant to the Purchase Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (vi) being referred to as the "Initial Conveyed Timeshare Property"). Upon such sale, the ownership of each KL2 2776978.7 Initial Timeshare Loan and all collections allocable to principal and interest thereon since KL2 2906190.5 the Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.

Appears in 1 contract

Samples: Sale Agreement (Diamond Resorts International, Inc.)

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Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on the Schedule of Timeshare Loans, (ii) the Receivables in respect of the Initial Timeshare Loans due on and after the Initial Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of the Initial Timeshare Loans, (v) all rights and remedies of the Seller pursuant to the Purchase Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (vi) being referred to as the "Initial Conveyed Timeshare Property"). Upon such sale, the ownership of each KL2 2776978.7 Initial Timeshare Loan and all collections allocable to principal and interest thereon since the Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.. (b)

Appears in 1 contract

Samples: Sale Agreement

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