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"):
(i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date;
(ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables;
(iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured;
(iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable;
(v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements;
(vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and
(vii) the proceeds of any and all of the foregoing. 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.
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. 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. 2.1 Purchase and Sale of Receivables....................................... 3 2.2 The Closing............................................................ 4 ARTICLE III REPRESENTATIONS AND WARRANTIES
3.1 Warranties of the Purchaser............................................ 4 3.2 Representations and Warranties of the Seller........................... 5 ARTICLE IV
Purchase and Sale of Receivables. On such date as is acceptable to NFRRC and NFC by which the conditions specified in Article IV have been satisfied (and in any event immediately prior to consummation of the transactions contemplated by the Further Transfer and Servicing Agreements, if any), NFC shall sell, transfer, assign and otherwise convey to NFRRC, without recourse, and NFRRC shall purchase, all right, title and interest of NFC in, to and under:
(a) the Receivables listed on the Schedule of Receivables and all monies paid thereon (including Liquidation Proceeds) and due thereunder on and after the Cutoff Date;
(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto which are financed by NFC;
(c) the benefits of any lease assignments with respect to the Financed Vehicles;
(d) any proceeds from any Insurance Policies with respect to the Receivables;
(e) any proceeds from Dealer Liability with respect to the Receivables, proceeds from any NITC Purchase Obligations with respect to the Receivables (subject to the limitations set forth in Section 5.08) and proceeds from any Guaranties of Receivables; and
(f) any proceeds of the property described in clauses (a), (b) and (c) above. The property described in clauses (a) through (f) is referred to herein collectively as the "Purchased Property."
Purchase and Sale of Receivables. On the Closing Date, subject to the terms and conditions of this Purchase Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, without recourse (subject to the obligations in this Purchase Agreement and the Sale and Servicing Agreement), all of the Seller's right, title and interest in, to and under the CPS Receivables and the other Transferred CPS Property relating thereto. The conveyance to the Purchaser of the CPS Receivables and other Transferred CPS Property relating thereto is intended as a sale free and clear of all liens and it is intended that the Transferred CPS Property and other property of the Purchaser shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.
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:
(a) the Retail Notes identified on the Schedule of Retail Notes to the PA Assignment delivered to NFRRC on such Purchase Date (the "Designated Retail Notes") and the Related Retail Note Assets associated with the Designated Retail Notes;
(b) the Series 2003-A Portfolio Interest and the beneficial interest in the Series 2003-A Portfolio Assets, including the Retail Leases identified on the Schedule of Retail Leases to the Initial PA Assignment delivered to NFRRC on the Closing Date and the Retail Leases identified on the Schedule of Retail Leases to the PA Assignment delivered to NFRRC on any subsequent Purchase Date (the "Designated Retail Leases" and together with the Designated Retail Notes, the "Designated Receivables") and the Related Titling Trust Assets associated with the Designated Retail Leases and, with respect to the sale on the Closing Date, the Series 2003-A Portfolio Certificate; and
(c) the rights, but not the obligations, of NFC under the Lease Purchase Agreement, the Initial LPA Assignment and any Subsequent Transfer LPA Assignment with respect to the Designated Retail Leases.
Purchase and Sale of Receivables. 2.1 PURCHASE AND SALE OF RECEIVABLES 3 2.2 THE CLOSING 4
