Common use of Purchase and Sale of Contracts Clause in Contracts

Purchase and Sale of Contracts. A. From time to xxxx Xxxxxx may offer for sale to Pinnacle Contracts originated by Seller and Pinnacle may purchase from Seller all of Seller’s rights, title and interest in and to such Contracts and which are in substance acceptable to Pinnacle and consistent with the Credit Policy. Neither this Agreement nor any past conduct between Pinnacle and Seller shall obligate Pinnacle to purchase any Contract from Seller or obligate Seller to offer any Contract for sale to Pinnacle. B. When Seller desires to offer a Contract for sale to Pinnacle, or submit to Pinnacle an Application for consideration and approval, Seller will contact Pinnacle and provide Pinnacle with such information which Pinnacle determines it needs in order to decide whether to purchase the Contract or accept the Application. All Contracts and Applications submitted by Seller for Pinnacle’s consideration shall be in writing and submitted in accordance with the policies and procedures established by Pinnacle and Seller from time to time. Pinnacle will use its best efforts to communicate promptly to Seller its acceptance or rejection of a Contract offered for sale or Application presented for consideration, but in any case, Pinnacle will communicate its response to Seller within two (2) Business Days. Pinnacle’s issuance of an approval number shall not be deemed to be acceptance of a contract for purchase. Acceptance of such contract shall occur only at such time as Pinnacle receives and approves the related Contract File. C. Upon Pinnacle’s acceptance of an offer to purchase a Contract, Seller shall within three (3) Business Days or less after Pinnacle’s acceptance of such Contract, assign such Contract to Pinnacle, and deliver the Contract File to Pinnacle. Pinnacle and Seller acknowledge that the original Lien Certificate for the Financed Vehicle naming Pinnacle as first lien holder, and other documents to be included in the Contract File, may not always be available to deliver to Pinnacle within three (3) Business Days after Pinnacle agrees to purchase a Contract. Accordingly, if Seller does not have the original Lien Certificate naming Pinnacle as the first lien holder on the related Financed Vehicle, or other information in the Contract File to deliver to Pinnacle within three (3) Business Days after Pinnacle’s acceptance of such Contract, Seller shall diligently take all reasonable and necessary efforts to obtain such missing Contract File information (including processing and filing all necessary documents to obtain the original Lien Certificate naming Pinnacle as the first lien holder on the related Financed Vehicle within twenty (20) days from the Origination Date of the related Contract), and shall deliver such information to Pinnacle as soon as reasonably possible, but in no event later than thirty (30) days from the date of origination of the related Contract, or within such other time period agreed to by Pinnacle. D. In the event Pinnacle pays the Purchase Price on a Contract before Seller is able to deliver a complete Contract File to Pinnacle, Seller shall unconditionally and absolutely guarantee full payment of such Contract to Pinnacle at an amount up to the Repurchase Price of such Contract, until such time as all Contract File information is delivered to Pinnacle.

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement, Purchase Agreement

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Purchase and Sale of Contracts. A. (a) From time to xxxx Xxxxxx time after the Effective Date, each Seller agrees to sell, transfer, assign, set over and otherwise convey to Purchaser, and Purchaser agrees to purchase and accept from such Seller, without recourse, on a Settlement Date, all such Eligible Contracts and related Contract Assets and Contract Files as may offer for be designated by such Seller in accordance with this Section 2 to be transferred by such Seller to Purchaser on such date (each such sale, transfer and assignment, a “Purchase”). Each Seller and Purchaser shall effect such transfers in accordance with this Section 2 or as otherwise mutually agreed by such Seller and Purchaser. (b) Prior to each Settlement Date, the applicable Seller shall deliver a notice of sale to Pinnacle Purchaser (a “Notice of Sale”), which Notice of Sale shall identify (i) the Eligible Contracts originated to be sold to Purchaser, (ii) the Purchase Price of such Eligible Contracts and (iii) their related Contract Assets and Contract Files to be transferred on such Settlement Date. Each Notice of Sale shall be accompanied by an executed Assignment and a Contract Schedule Supplement setting forth a list of the Eligible Contracts being transferred by such Seller to Purchaser on such Settlement Date and Pinnacle containing the requisite details in respect of each such Eligible Contract. The applicable Seller shall provide Purchaser such additional information relating to such Eligible Contracts as Purchaser may purchase from reasonably request, including, without limitation, any information as may be required to demonstrate that such Eligible Contracts satisfy the Eligibility Criteria. Within three (3) Business Days after a Seller delivers a Notice of Sale to Purchaser, Purchaser and such Seller shall establish a Settlement Date for the Eligible Contracts listed in such Notice of Sale, which Settlement Date shall be scheduled for no more than five (5) Business Days thereafter. (c) At or before 10:00 a.m. (New York time) on any Settlement Date, Purchaser shall pay the applicable Seller by wire transfer of immediately available funds in U.S. dollars to an account designated by such Seller with respect to each Eligible Contract being sold on such Settlement Date: (i) the Purchase Price and (ii) the applicable Loan Origination Fee. In exchange therefor, such Seller shall deliver to Purchaser an executed Assignment listing each Eligible Contract being transferred on such Settlement Date, pursuant to which such Seller shall sell, assign, transfer, convey and deliver to Purchaser all of such Seller’s rightsright, title and interest in and to such Eligible Contracts and which are the related Contract Assets and Contract Files, free and clear of any liens, claims or encumbrances (other than those put in substance acceptable place by Purchaser), as well as written confirmation from any secured party of such Seller that had a lien on the Eligible Contracts being transferred that such lien has been released with respect to Pinnacle such Eligible Contracts. From and consistent after such Settlement Date, the Eligible Contracts Purchased by Purchaser from such Seller on such Settlement Date, together with the Credit Policy. Neither this Agreement nor any past conduct between Pinnacle their related Contract Assets and Seller Contract Files, shall obligate Pinnacle be deemed to purchase any be Contract from Seller or obligate Seller to offer any Assets and Contract for sale to PinnacleFiles hereunder. B. When Seller desires to offer a Contract for sale to Pinnacle, or submit to Pinnacle an Application for consideration and approval, Seller will contact Pinnacle and provide Pinnacle with such information which Pinnacle determines it needs in order to decide whether to purchase the Contract or accept the Application. All Contracts and Applications submitted by Seller for Pinnacle’s consideration shall be in writing and submitted in accordance with the policies and procedures established by Pinnacle and Seller from time to time. Pinnacle will use its best efforts to communicate promptly to Seller its acceptance or rejection of a Contract offered for sale or Application presented for consideration, but in any case, Pinnacle will communicate its response to Seller within (d) Within two (2) Business Days. Pinnacle’s issuance of an approval number Days after each Settlement Date, the applicable Seller shall not be deemed deliver to be acceptance Purchaser the Contract Files for each Contract purchased by Purchaser on such Settlement Date. (e) Upon consummation of a contract for purchasesale of Eligible Contracts, Purchaser is authorized to file such UCC-1 forms as Purchaser deems necessary or appropriate to perfect Purchaser’s ownership interest in such Eligible Contracts. Acceptance Each Seller agrees that, from time to time and at Purchaser’s expense, it will promptly execute and deliver all further instruments, notices and documents, and take all further action as may be reasonably necessary or appropriate in order to perfect, protect or more fully evidence the transfer of ownership of such contract shall occur only at such time as Pinnacle receives Eligible Contracts and approves Contract Assets and the security interest in the related Contract FileAutomobiles. C. Upon Pinnacle’s acceptance of an offer to purchase a Contract, Seller shall within three (3f) Business Days or less after Pinnacle’s acceptance of such Contract, assign such Contract to Pinnacle, and deliver the Contract File to Pinnacle. Pinnacle and Seller acknowledge that the original Lien Certificate for the Financed Vehicle naming Pinnacle as first lien holder, and other documents to be included in the Contract File, may not always be available to deliver to Pinnacle within three (3) Business Days after Pinnacle agrees to purchase a Contract. Accordingly, if Seller does not have the original Lien Certificate naming Pinnacle as the first lien holder on the related Financed Vehicle, or other information in the Contract File to deliver to Pinnacle within three (3) Business Days after Pinnacle’s acceptance of such Contract, Seller shall diligently take all reasonable and necessary efforts to obtain such missing Contract File information (including processing and filing all necessary documents to obtain the original Lien Certificate naming Pinnacle as the first lien holder on the related Financed Vehicle within twenty (20) days from the Origination Date of the related Contract), and shall deliver such information to Pinnacle as soon as reasonably possible, but in no event later than thirty (30) days from the date of origination of the related Contract, or within such other time period agreed to by Pinnacle. D. In the event Pinnacle pays that, notwithstanding the Purchase Price on intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a sale, (i) each Seller hereby (A) grants to the Purchaser a security interest in the Eligible Contracts and related Contract before Assets and Contract Files designated by such Seller is able for sale to deliver the Purchaser under Section 2 hereof, and (B) agrees that this Agreement shall constitute a complete Contract File security agreement under applicable law, and (ii) each of the Sellers and the Purchaser hereby represents and warrants, as to Pinnacleitself only, Seller shall unconditionally that each remittance of any collections with respect the Contracts and absolutely guarantee full related Assets, or any proceeds thereof, to the Purchaser, or its assignee, under this Agreement, will have been (A) in payment of such Contract to Pinnacle at an amount up to a debt incurred by the Repurchase Price applicable Seller in the ordinary course of business or financial affairs of such Contract, until Seller and the Purchaser and (B) made in the ordinary course of business or financial affairs of such time as all Contract File information is delivered to PinnacleSeller and the Purchaser.

Appears in 1 contract

Samples: Forward Flow Purchase Agreement (Flagship Credit Corp.)

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