SALES AND PURCHASES. 1.1 Dealer shall, from time to time, sell, transfer, and assign to company, in accordance with this Agreement, chattel paper (hereafter "Contracts") including, but not limited to, purchase money security agreements and/or retail installment contracts as Company, in its sole discretion, shall elect to purchase. The Contracts will arise from the credit sale by Dealer of motor vehicles, accessories, service contracts, credit life and disability insurance, and related items.
SALES AND PURCHASES. Effective on the date hereof, in consideration of the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers, sets-over and otherwise conveys or (in the case of the SPE Parent at its option) contributes to the Buyer, without recourse (except to the extent expressly provided in this Agreement), and the Buyer hereby purchases (or accepts the contribution, as applicable) from each of the Originators, all of such Originator’s right, title and interest in and to (i) all Receivables owned by the Originators as of the opening of business on the Closing Date, (ii) all Receivables that arise or are created by an Originator thereafter through and including such Originator’s Originator Termination Date or the Termination Date, as applicable, (iii) all Related Security, and Collections relating to or arising from the aforementioned Receivables, in each case, whether now owned and existing or hereafter arising or acquired, and (iv) all other Sold Assets related thereto. In accordance with the preceding sentence, on the date hereof, each Originator shall sell and assign or (at the option of the SPE Parent) contribute to the Buyer, and the Buyer shall acquire all of such Originator’s right, title and interest in and to all Receivables of such Originator existing as of the opening of business on the Closing Date together with all Related Security, Collections and other Sold Assets relating thereto. On each Business Day after the date hereof, each Originator shall sell or (at the option of the SPE Parent) contribute and Buyer shall acquire all of such Originator’s right, title and interest in and to all Receivables generated by such Originator which have not previously been sold or contributed to the Buyer arising through and including such Originator’s Originator Termination Date or the Termination Date, as applicable, together with all Related Security, all Collections and other Sold Assets relating thereto. The Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 2.2. In connection with each acquisition of Receivables hereunder, the Buyer may request that the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer may reasonably request. In the case of any Originator that becomes a party hereto by executing a Joinder Agreement, on each effect...
SALES AND PURCHASES. (a) Subject to the terms and conditions of this Agreement, at the Closing, Seller shall cause (i) the Share Seller to sell, transfer, convey, assign and deliver to Purchaser (or Purchaser’s designee), and Purchaser shall (or shall cause one or more of its designees to) purchase from the Share Seller, all of the Shares and (ii) IP Seller to sell, transfer, convey, assign and deliver to Purchaser (or one or more of Purchaser’s designees), and Purchaser shall (or shall cause one or more of its designees to) purchase from IP Seller all of IP Seller’s right, title and interest in and to the IP Seller IP, in each case, free and clear of all Encumbrances (other than, in the case of the Shares, those arising under applicable securities Legal Requirements and, in the case of the IP Seller IP, Permitted Encumbrances of the type described in clause (j) of the definition thereof).
SALES AND PURCHASES. (a) Subject to the terms and conditions of this Agreement, at the Closing, and in consideration of the payments to be made hereunder:
SALES AND PURCHASES. (a) The parties to this Agreement intend that the transaction contemplated by Section 2.01 shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Distributor of the Purchased Portfolio Assets relating thereto, constituting a True Sale, and shall not be treated as a lending transaction. The sale of Purchased Portfolio Assets by the Distributor hereunder shall be without recourse to the Distributor, hereunder; it being understood that the Purchaser in making each Purchase is relying on the representations, warranties and covenants of the Distributor and other Sponsor Entities contained in the Master Agreement.
SALES AND PURCHASES. (a) The parties to this Agreement intend that the transaction contemplated by Section 2.01 shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Distributor of the Purchased Portfolio Assets relating thereto, constituting a True Sale, and shall not be treated as a lending transaction. The sale of Purchased Portfolio Assets by the Distributor hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Distributor, except as set forth in the Master Agreement.
SALES AND PURCHASES. 1. By this Assignment, the Assignor pulls back from the Partnership and to the furthest reaches allowed by the Partnership Agreement relegates every one of its privileges, interests, title, and advantages in the Partnership to the Assignee. The Assignee will be qualified for a share in benefits and losses and to get such allocation of pay, gain, loss, conclusion or credit or comparable thing of the Partnership to which the Assignor was entitled. The Assignee won't be qualified for the voting or administrative rights or status as a partner afforded to the Assignor. On the task of the interest to the Assignee, The Assignor will stop to be a partner in the Partnership aside from were allowed by the Partnership Agreement.
SALES AND PURCHASES. 1.1 Credit Union, in its sole discretion, may purchase from Dealer such Contracts as Dealer may offer for sale. Contracts purchased by Credit Union must be in such form and substance as to be acceptable to Credit Union. Each must be completed, signed, and dated to be considered for purchase. The offered Contract must specify the form of the assignment. Credit Union shall have the right at all times to refuse any and all Contracts offered for sale by Dealer. Credit Union will purchase each Contract offered “without recourse” unless a different form of assignment is specified on the Contract.
SALES AND PURCHASES. 2.1 PMF hereby sells to the Purchaser and the Purchaser hereby purchases the following rights and assets upon the terms and conditions of this Agreement:
SALES AND PURCHASES. 2.1 The Seller hereby sells (verkauft) to the Purchaser and the Purchaser hereby purchases (kauft), in each case with economic effect (wirtschaftliche Wirkung) from the Closing Date and subject to the Condition Subsequent, legal title to the following assets, other than Excluded Assets (collectively the “LIP Assets”) upon the terms and conditions of this Agreement:
