Purchase and Sale of Receivables. On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).
Purchase and Sale of Receivables. 2 SECTION 2.1 Purchase and Sale of Receivables.......................................................... 2 SECTION 2.2 The Closings.............................................................................. 2 SECTION 2.3 The Purchase Price........................................................................ 2
Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"):
Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein), all right, title and interest of Seller in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collection...
Purchase and Sale of Receivables. 2 SECTION 2.01. Purchase and Sale of Receivables.......................... 2 SECTION 2.02.
Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all of its right, title and interest in and to the Conveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.
Purchase and Sale of Receivables. Subject to the satisfaction of the conditions specified in Article IV, NFC agrees to sell, transfer, assign and otherwise convey to NFRRC, without recourse (except as provided in Section 5.04), and NFRRC agrees to purchase (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial PA Assignment”), and (ii) on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer PA Assignment” and, together with the Initial PA Assignment, each a “PA Assignment”) up to the Available Purchase Amount, all right, title and interest of NFC in, to and under:
Purchase and Sale of Receivables. 2.1 Purchase and Sale of Receivables....................................... 3 2.2 The Closing............................................................ 4 ARTICLE III REPRESENTATIONS AND WARRANTIES
Purchase and Sale of Receivables. (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the conditions specified in Article V and the First Step [Initial] 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:
Purchase and Sale of Receivables. Subject to the satisfaction of the conditions specified in Article IV, NFC agrees to sell, transfer, assign and otherwise convey to NFRRC, without recourse, pursuant to a written assignment substantially in the form of Exhibit A (an "Assignment"), and NFRRC agrees to purchase on the Closing Date all right, title and interest of NFC in, to and under:
