Retransfer of Purchased Assets Sample Clauses

Retransfer of Purchased Assets. In the event of a breach of any of the representations and warranties set forth in Section 4.2 hereof affecting the Contracts, which breach could reasonably be expected to have a material adverse affect on the rights of the Purchasers under the Receivables Purchase Agreement or the Deal Agent as agent for the Purchasers under the Receivables Purchase Agreement under the Receivables Purchase Agreement or on the ability of the Buyer to perform its obligations under the Receivables Purchase Agreement, the Buyer, by notice then given in writing to the Seller may direct the Seller to accept retransfer of all of the Contracts purchased from the Seller and the Seller shall be obligated to accept retransfer of such Contracts on a Payment Date specified by the Seller (such date, the "Retransfer Date") after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, on or before expiration of such applicable period, the representations and warranties contained in Section 4.2 shall then be true and correct in all material respects. The Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Contracts in the Collection Account for distribution to the Purchasers under the Receivables Purchase Agreement. The deposit amount for such retransfer will be equal to (x) the sum of (i) the outstanding Capital at the end of the Business Day preceding the Payment Date on which the retransfer is scheduled to be made and (ii) an amount equal to all accrued, and to accrue, but unpaid Yield on such Capital at the applicable Yield Rate through the latest maturing Fixed Period minus (y) the amount, if any, available in the Collection Account on such Payment Date. On the Retransfer Date, provided that such amount has been deposited in full into the Collection Account, the Contracts transferred hereunder (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment (or security interests therein) and all proceeds thereof, all rights to security for any such Contracts, and all proceeds and products of the foregoing, shall be transferred to the Seller, and the Buyer shall, at the sole expense of the Seller, execute and deliver such instruments of transfer, in each case without recourse, representation or warranty, as shall be prepared and reasonably requested by the Seller to vest in the Seller, or its d...
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Retransfer of Purchased Assets. 14 ------------------------------ Section 6.3 [Reserved] 15 Section 6.4
Sample 1
Retransfer of Purchased Assets. Upon any retransfer by the Purchaser to the Seller of any Purchased Asset in accordance with Sections 2.8, 2.9(b) or 2.13, the Seller and the Purchaser shall execute and deliver such further agreements, instruments or other assurances as may be reasonably necessary or desirable to evidence and give full effect to such retransfers.
Sample 1
Retransfer of Purchased Assets. If on any day a Transferred Loan is (or becomes) an Ineligible Loan, no later than the earlier of the Originator obtaining actual knowledge of such Transferred Loan becoming an Ineligible Loan or receipt by the Originator from the Depositor of written notice thereof, the Originator shall within ten Business Days either:
Sample 1

Related to Retransfer of Purchased Assets

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

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