Sales and Contributions. (a) In consideration of the membership interest in Purchaser held by RPA Seller, RPA Seller agrees to contribute, and does hereby contribute to Purchaser, and Purchaser agrees to accept, and does hereby accept, from RPA Seller on the Effective Date, $31,377,519.00 of Existing Assets. The Existing Assets not so contributed to Purchaser on the Effective Date are hereby sold, transferred, set over, assigned and otherwise conveyed by RPA Seller to Purchaser for a purchase price to be agreed to by RPA Seller and Purchaser, which purchase price shall be payable on the Effective Date and shall equal the fair market value of the Existing Assets as determined by RPA Seller and Purchaser. The purchase price for the Existing Assets (other than Existing Assets contributed to Purchaser) shall be deemed to be a borrowing under the Subordinated Note. The contribution and sale of the Existing Assets from RPA Seller to Purchaser are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the Trustee pursuant to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the Effective Date and whether sold or contributed hereunder. RPA Seller and Purchaser hereby agree that each existing Receivable sold by RPA Seller to the Certificate Trust pursuant to the Pooling and Servicing Agreement before the Effective Date shall be deemed to have been sold by RPA Seller to Purchaser on the date on which it was so sold to the Certificate Trust.
(b) RPA Seller hereby transfers, assigns, sets over and otherwise conveys to Purchaser without recourse (except as expressly provided herein), and Purchaser purchases and/or accepts as a capital contribution, as applicable, from RPA Seller, all of RPA Seller’s right, title and interest in and to the Receivables arising from time to time in the Accounts and Related Assets with respect thereto (other than the Existing Assets); provided, however, that Principal Receivables originated after the occurrence of an Insolvency Event with respect to RPA Seller or Purchaser shall not be conveyed hereunder.
(c) RPA Seller agrees (i) to record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to...
Sales and Contributions. (a) By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: (i) the Receivables existing at the opening of business on the Initial Cut-Off Date, and thereafter created from time to time in the Initial Accounts until the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Program Partner on account of in-store payments and any other amounts received by such Program Partner in payment of Receivables, (iii) the Interchange Amounts for all credit card programs relating to the Accounts on each Date of Processing and (iv) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer Date, with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation of each Transferred Asset.
(b) Seller agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of A...
Sales and Contributions. (a) Subject to the terms and conditions hereof Seller shall sell, transfer and assign or contribute, as applicable, to Buyer, without recourse except as specifically provided herein, all its right, title and interest in, to and under, the following (the “Transferred Assets”): (i) each Receivable existing at the opening of business on the Closing Date owned by Seller and all proceeds of the foregoing, (ii) on each subsequent day until the Agreement Termination Date, each Receivable owned by Seller on such day and not previously sold hereunder and all proceeds of the foregoing (in the case of each of clause (i) and clause (ii), an “NBCU Sale”) and (iii) the Subsidiary Sale Agreement. The foregoing conveyance shall be effective (A) on the Closing Date, as to all Transferred Assets then existing and (B) thereafter, instantaneously upon the creation of each Transferred Asset. Buyer hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created and conveyed to Buyer pursuant to this Section 2.1.
Sales and Contributions. Section 2.01(c) is hereby amended by adding the words “or the Bank Sale Closing Date, as applicable” after the phrase “on or prior to the Effective Date” in clause (ii) thereof.
Sales and Contributions. SECTION 2.01.
Sales and Contributions. Sales and Contributions
Sales and Contributions. (a) By execution of this Agreement, Transferor does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under (i) the Note Trust Certificate, (ii) effective on the RFS Funding Trust Termination Date, (A) the Receivables existing at the opening of business on the RFS Funding Trust Termination Date, and thereafter created from time to time until the Agreement Termination Date, together with the Related Security and Collections with respect thereto, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (B) without limiting the generality of the foregoing or the following, all of Transferor’s rights pursuant to the Bank Receivables Sale Agreement to receive payments from any Retailer on account of in-store payments and any other amounts received by such Retailer in payment of Receivables and (C) all of Transferor’s other rights under the Bank Receivables Sale Agreement and (iii) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Transferor or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Retailers, clearance systems or insurers.
(b) On the Closing Date, Transferor shall deliver to Buyer a registered certificate representing the Note Trust Certificate. Within ten (10) days of the RFS Funding Trust Termination Date, Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Receivables conveyed by Transferor existing on the RFS Funding Trust Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Transferred Receivables to Buyer, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped ...
Sales and Contributions. 4 SECTION 2.02. Agreement to Contribute ......................................... 4 SECTION 2.03. Timing of Purchases and Contributions ........................... 4 SECTION 2.04. Initial Purchase Price Payment .................................. 5 SECTION 2.05. Subsequent Purchase Price Payments .............................. 5 SECTION 2.06. General Settlement Procedures ................................... 6 SECTION 2.07. Payments and Computations, Etc .................................. 7
Sales and Contributions. On the terms and subject to the conditions set forth in this Agreement, and in consideration of the Purchase Price, payable on the Initial Purchase Date until the Program Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase, and does hereby purchase, from each such Seller, all of each such Seller's right, title and interest in, to and under (i) each Receivable (other than in the case of FMC, Initial Contributed Receivables) of each such Seller that existed and was owing to each such Seller as of the close of the Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than in the case of FMC, Contributed Receivables) created or originated by each such Seller from the close of business on the Initial Cut-Off Date to the Program Termination Date, (iii) all Related Security with respect to such Receivables, and (iv) all Collections in respect of, and other proceeds of, any of the foregoing. All purchases and capital contributions hereunder shall be made without recourse to the Sellers; provided, that each Seller will be liable to the Purchaser and its assigns for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of the Program Documents.
Sales and Contributions. Agreement to Purchase 3 Section 2.02 Effective Date Transactions; Payment for Purchases 3 Section 2.03 Calculation of Purchase Price 3
