Purchase and Sale Provisions Sample Clauses

Purchase and Sale Provisions. 2 2.1. Agreement for Purchase and Sale. . . . . . . . . . . . . . . . . 2 2.2. Base Purchase Price. . . . . . . . . . . . . . . . . . . . . . . 2 2.3. Computation of Purchase Escalation Amount. . . . . . . . . . . . 3 2.4. Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
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Purchase and Sale Provisions. (a) Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of Seller's right, title and interest in and to the Receivables and their related Receivable Files, for the Purchase Price to be paid to Seller, and subject to the terms and conditions set forth in this Agreement. Buyer and Seller hereby agree that the purchase of any Receivables will be without recourse against Seller except as provided herein. Buyer shall pay to Seller on the Closing Date the Purchase Price in the form of immediately available funds. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the parties intend that Seller be deemed to have granted to Buyer a first priority perfected security interest in, to and under the Receivables, and other property conveyed hereunder and all proceeds and products of any of the foregoing and that this Agreement constitute a security agreement under applicable law. (b) In consideration of Buyer's delivery on the Closing Date to or upon the order of Seller of the Purchase Price with respect to the Receivables, Seller does hereby agree to sell, transfer, assign, set over and otherwise convey to Buyer, without recourse, all right, title and interest of Seller in and to: (i) the Receivables listed on the Schedule of Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of Seller in such Financed Vehicles; (iii) any proceeds with respect to such Receivables from claims on the VSI Policy with respect to the Receivables, and any other physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (iv) all of Seller's rights and obligations under each of the Purchase and Sale Agreement and the Servicing Agreement (as modified by the Servicer and the Buyer) with respect to such Receivables; (v) all of Seller's rights under each existing agreement with a Dealer and any proceeds with respect to such Receivables from recourse to Dealers thereon; (vi) any Financed Vehicle that shall have secured any such Receivable and shall have been acquired by or on behalf of Seller or Buyer; (vii) the Receivable Files; (viii) all collections of principal from the Receivables received on and after the Cutoff Date and all collections of interest from the Receivables received on and after the date last paid thereon; and (ix) all proceeds and...
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Purchase and Sale Provisions. Section 2.1 of the Supply agreement is hereby amended and restated as follows:
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Purchase and Sale Provisions. (a) Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of Seller's right, title and interest in and to the Receivables and their related Receivable Files and Legal Files, for the Purchase Price to be paid to Seller and the Additional Consideration to be paid to Originator, and subject to the terms and conditions set forth in this Agreement. Buyer and Seller hereby agree that the purchase of any Receivables will be without recourse against Seller except as provided herein. Originator and Buyer hereby agree that Buyer shall have such recourse, rights and remedies against Originator for breach of any representation, warranty or covenant of Originator expressly set forth herein. Buyer shall pay to Seller on the Closing Date the Purchase Price in the form of electronic fund transfer. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the parties intend that Seller be deemed to have granted to Buyer a first priority perfected security interest in, to and under the Receivables, and other property conveyed hereunder and all proceeds and products of any of the foregoing and that this Agreement constitute a security agreement under applicable law.
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Purchase and Sale Provisions 
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Related to Purchase and Sale Provisions

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

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