Purchase Sample Clauses

Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to Ally Auto, without recourse: (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the 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 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 Receivables; (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) 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 (vi) above is referred to herein collectively as the “Purchased Property.”

Purchase. Each Purchaser hereby agrees solely as to itself, severally but not jointly, to purchase from Seller, and Seller hereby agrees, subject to receipt of such Purchaser’s Pro Rata Share (as defined below) of the Purchase Price, to assign, transfer and deliver to such Purchaser, such Purchaser’s Pro Rata Share of the Purchased Shares (rounded to the nearest whole number for each Purchaser but so that all Purchased Shares are purchased and sold hereunder) so that such Purchaser has unrestricted ownership and can freely dispose of such Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, by delivering to each Purchaser an assignment declaration substantially in the form of Schedule B attached hereto, all on the terms, and subject to the conditions, provided for herein. No later than two (2) Business Days following delivery of the Closing Notice (as defined below) to the Purchasers, the Purchasers shall deliver (including by email) to Seller and the Company a written notice (the “Allocation Notice”) setting forth, for each Purchaser (a) the percentage allocable to such Purchaser with respect to the Purchased Shares, the Purchase Price and Acquired Shares, as applicable (the “Pro Rata Share”), and (b) the amount payable by each Purchaser with respect to its Pro Rata Share of the Purchase Price (rounded to the nearest cent but so that the aggregate amount of the Purchasers’ Pro Rata Shares of the Purchase Price is equal to the Purchase Price). The number of Purchased Shares shall be equal to the Purchase Price (expressed in Euros as-converted based on the Exchange Rate) divided by the Company Equity Value Per Share, and shall be notified by Seller to the Purchasers in writing no later than one (1) Business Day prior to the Closing including the number of Purchased Shares to be purchased by each Purchaser at the Closing in accordance with the Allocation Notice. No later than one (1) Business Day prior to the Closing, the Company shall provide written notice to the Purchasers of the number of Acquired Shares to be issued to the Purchasers at the Closing and the number of Acquired Shares to be issued to each Purchaser at the Closing in accordance with the Allocation Notice.

Purchase. The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall be initially $40.00, shall be subject to adjustment from time to time as provided in Sections 11, 13 and 26 and shall be payable in lawful money of the United States of America in accordance with Section 7.3.

Purchase. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, at the Closing (as hereinafter defined), the Purchased Securities for the price set forth on Schedule A (the “Purchase Price”).

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.

Purchase. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to Treasury, and Treasury agrees to purchase from the Company, at the Closing, the Preferred Shares for the aggregate price set forth on Annex A (the “Purchase Price”).

Purchase. Notes may only be purchased by the Issuer or any of its Subsidiaries if they are purchased together with the right to receive all future payments of interest thereon.

Purchase. Participant hereby purchases _____________ shares of -------- Common Stock (the "Purchased Shares") pursuant to the provisions of the Stock Issuance Program at the purchase price of $______ per share (the "Purchase Price").

Purchase. On the terms and subject to the conditions set forth in this Agreement, the Credit Union agrees to sell to the Investor, and the Investor agrees to purchase from the Credit Union, at the Closing (as hereinafter defined), the Senior Subordinated Securities in the form attached hereto as Annex A, appropriately completed in conformity herewith and duly and validly issued, authorized and executed by the Credit Union, in the aggregate principal amount set forth on Schedule A for the purchase price set forth on Schedule A (the “Purchase Price”). The Senior Subordinated Securities, including the principal and interest, shall be unsecured and subordinate and junior in right of payment to Senior Indebtedness to the extent set forth in Article VII hereof.

Purchase. Participant hereby purchases shares of Common Stock (the "Purchased Shares") pursuant to the provisions of the Stock Issuance Program at the purchase price of $______ per share (the "Purchase Price").