Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Closing Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries).
Purchase and Sale of Eligible Receivables. (a) Subject to Section 14.23, on each Business Day prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date. (b) Subject to Section 2.2, on each Business Day prior to the Termination Date, the Administrative Agent shall be deemed to sell in accordance with the terms of this Agreement to each Purchaser, and each such Purchaser shall be deemed to purchase from the Administrative Agent, without recourse, an undivided percentage ownership interest (each an “Asset Interest”) equal to the Pro Rata Share of such Purchaser in and to each Purchased Receivable deemed purchased by the Administrative Agent on such day in accordance with clause (a) above. The deemed offer by the Administrative Agent to sell and the deemed offer by each Purchaser to purchase such Asset Interests hereunder is irrevocable and unconditional on the part of the Administrative Agent or such Purchaser and shall occur (without any further action by any party) on each Business Day prior to the Termination Date. (c) The Purchasers desire that on the Restatement Date, the Asset Interests of the Purchasers shall be reallocated among all Purchasers (including the Purchasers added on the Restatement Date) such that the Asset Interests of each Purchaser in the outstanding Purchased Receivables on the Restatement Date shall be consistent with each Purchaser’s Pro...
Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, the Original Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date and all monies due or to become due thereon after the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date) and all proceeds thereof (including "proceeds" as defined in Section 9-102 of the UCC and Recoveries)
Purchase and Sale of Eligible Receivables. (a) Subject to Section 14.23, on each Business Day prior to the Termination Date, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.2, the Administrative Agent will be deemed to purchase from each such Seller, without any further action on the part of such Seller, all of such Seller’s right, title and interest in and to all outstanding Eligible Receivables of such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder. The deemed offer by each Seller to sell, assign and transfer all of its right, title and interest in and to all outstanding Eligible Receivables of each such Seller that have not previously been acquired (except to the extent that it was acquired and was subsequently the subject of a Deemed Repurchase) in whole by the Administrative Agent (on behalf of the Purchasers) hereunder is irrevocable and unconditional on the part of each such Seller and shall occur (without any further action by any such Seller) on each Business Day prior to the Termination Date.
Purchase and Sale of Eligible Receivables. ..2 Section 2.01 Purchase and Sale of Eligible Receivables...................................................2 Section 2.02
Purchase and Sale of Eligible Receivables. 14 Section 2.2. Deemed Repurchase by the Sellers 15
Purchase and Sale of Eligible Receivables. 2 Section 2.01 Purchase and Sale of Eligible Receivables 2 Section 2.02 Purchase Price 3 Section 2.03 Addition of Accounts 4 Section 2.04 Optional Removal of Eligible Accounts 5 Section 2.05 Removal of Ineligible Accounts 5 Section 2.06 Custody of Documentation 6 Section 2.07 Retained Rights 6 ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES 6 Section 3.01 Appointment of and Acceptance by the Servicer 6 Section 3.02 Rights and Duties of the Servicer with respect to the Receivables 7 Section 3.03 Servicing Compensation; Payment of Certain Expenses by the Servicer 9 Section 3.04 Representations, Warranties and Covenants of the Servicer 9 Section 3.05 The Servicer’s Accounting and Reports 13 Section 3.06 Pre-Closing Collections 13 Section 3.07 Collections Received by the Seller 13
Purchase and Sale of Eligible Receivables. (a) By execution of this Agreement, on the Initial Closing Date, the Seller does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse (except as expressly provided in Section 2.5 of the Trust Sale and Servicing Agreement), all of its right, title and interest in, to and under all of the Receivables existing in the Scheduled Accounts (the schedule of which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date that the Seller believes to be Eligible Receivables, as well as all monies due or to become due thereon after the Initial Cut-Off Date, subject to Section 6.03, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received prior to the Initial Cut-Off Date) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries).
Purchase and Sale of Eligible Receivables. SECTION 2.01PURCHASE AND SALE OF ELIGIBLE RECEIVABLES.
Purchase and Sale of Eligible Receivables. (a) On the Facility Activation Date, the Seller Representative will submit a Portfolio Report to the Purchaser via the PrimeRevenue System, and simultaneously with the submission of such Portfolio Report, each Seller will be deemed to offer to the Administrative Agent (on behalf of the Purchasers), and subject to the satisfaction of the conditions set forth in Section 8.1, Section 8.2 and Section 8.2, the that, to the extent there remains any deficiency in the Aggregate Unreimbursed Purchase Discount after any such set-off and application, such deficiency shall remain the obligation of the Sellers.
