SALES AND PURCHASES Sample Clauses

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. 1.2 Dealer agrees that all Contracts shall be executed only on forms approved by Company. 1.3 Company shall have the right, at all times, to refuse to purchase any and all Contracts offered for sale by Dealer. 1.4 Company may offer to purchase any Contract offered on a "without recourse". "with recourse" or "limited recourse" basis. The form of assignment on the Contract shall govern the terms of recourse. The term "with recourse" means that the assignment to Company is conditioned on the Purchaser's complete performance of every duty imposed under the Contract and that the risk of loss remains with Dealer until the Purchaser completes performance of the Contract. If the Purchaser does not completely perform a Contract assigned on a "with recourse" basis at any time, Company may require Dealer to repurchase the Contract for the amount then owing. The term "without recourse" means that the assignment to Company is not conditioned on the Purchaser's performance of the Contract and that the risk of loss on the Contract rests with Company, except as otherwise provided in this Agreement and in the warranty terms of the Contract. The term "limited recourse" means that the assignment to Company is conditioned on the Purchaser's performance of the Contract for the time and/or on the terms indicated in the assignment section of the Contract. If the Purchaser fails to perform a Contract on a "limited recourse" basis for the time and/or on the terms indicated in the assignment section of the Contract, Company at any time may require Dealer to repurchase the Contract for the amount then owing. After the Purchaser has met the terms indicated in the assignment section of the Contract, an assignment on a "limited recourse" basis shall be treated as an assignment on a "without recourse" basis. Notwithstanding any provision of this Agreement, or any assigned Contract to the contrary, the warranty and breach provisions of this Agreement and the assigned Contract shall control over the terms of assignment.

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, the Originator hereby sells, assigns, transfers, sets-over and otherwise conveys or 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 the Originator, all of the Originator’s right, title and interest in and to (i) all Receivables owned by the Originator as of the opening of business on the Closing Date, (ii) all Receivables that arise or are created by the Originator thereafter through and including the Originator’s Termination Date, (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, the Originator shall sell and assign or contribute to the Buyer, and the Buyer shall acquire all of the Originator’s right, title and interest in and to all Receivables of the Originator existing as of the opening of business on the Closing Date together with all Related Security and Collections and other Sold Assets relating thereto. On each Business Day after the date hereof, the Originator shall sell or contribute and Buyer shall acquire all of the Originator’s right, title and interest in and to all Receivables generated by the Originator which have not previously been sold or contributed to the Buyer arising through and including the Originator’s Termination Date, together with all Related Security and 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 Originator deliver, and the Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer may reasonably request. All additional Sold Assets with respect to each Purchased Receivable conveyed hereunder shall be transferred at the same time as such Purchased Receivable, whether such Sold Assets exist at such time or arise or are acquired or otherwise arise thereafter.

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). (b) Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and agree to pay, perform and discharge, as and when due, any and all Assumed Liabilities to the extent such Assumed Liabilities are not then a Liability of an Acquired Company.

SALES AND PURCHASES. During the term of this Agreement, the Vendor will sell and deliver to the Distributor, and the Distributor will purchase from the Vendor, the Products at the prices and subject to the terms, conditions, and limitations provided in this Agreement.

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: 2.1.1 PMF’s License Rights;

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. Neither the General Partner nor any Affiliate of the General Partner shall sell, transfer or convey any Lease or other property to, or purchase any Lease or other property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership and then subject to the following conditions: (i) In the case of a sale, transfer or conveyance to the Partnership of a Lease or other property (other than oil, gas or liquid production) by the General Partner, or an Affiliate of the General Partner, who has held such Lease or other property for twelve months or less prior to such transfer, the Lease or other property shall be sold, transferred or conveyed to the Partnership at a price that is equal to the lower of the cost of such Lease or other property to such General Partner or Affiliate or the fair market value of such Lease or other property as determined by the General Partner using such reasonable methods of valuation as it deems appropriate. (ii) In the case of a sale, transfer or conveyance to the Partnership of a Lease or other property (other than oil, gas or liquid production) by the General Partner, or an Affiliate of the General Partner, who has held such Lease or other property for more than twelve months, the Lease or other property shall be sold, transferred or conveyed to the Partnership at a price that is equal to the fair market value of such Lease or other property as determined by the General Partner using such reasonable methods of valuation as it deems appropriate. (iii) In the case of a sale, transfer or conveyance by the Partnership to the General Partner or any of its Affiliates of a Lease or other property (other than oil, gas or liquid production) that has been held by the Partnership for twelve months or less, the Lease or other property shall be sold, transferred or conveyed to such General Partner or Affiliate at a price that is equal to the higher of the cost of such Lease or other property to the Partnership or the fair market value of such Lease or other property as determined by the General Partner using such reasonable methods of valuation as it deems appropriate. (iv) In the case of a sale, transfer or conveyance by the Partnership to the General Partner or any of its Affiliates of a Lease or other property (other than oil, gas or liquid production) that has been held by the Partnership for more than twelve months, the Lease or other property shall be sold, transferred or co...

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: (i) Olivetti shall sell, transfer, convey, assign and deliver to Wang Nederland (or any subsidiary assignee of Wang permitted under Section 12.4) all of the ordinary shares, par value 1,000 Italian lira per share, of Olsy outstanding as of the Closing Date (as defined in Section 3.1) (which shall include those to be issued pursuant to Sections 1.8(a)(v) and 1.8(b) and in satisfaction of the condition in Section 9.2(b)), representing all of the outstanding shares of capital stock of Olsy (the "Olsy Shares"), free and clear of any Lien; (ii) Olivetti shall sell, transfer, convey, assign and deliver to Wang (or any non-Japanese subsidiary assignee of Wang permitted under Section 12.4) 87,000 shares, par value 50,000 yen per share, of Olsy Japan, representing 80% of the outstanding shares of capital stock of Olsy Japan (the "Olsy Japan Shares"), free and clear of any Lien (other than the restrictions in the by-laws of Olsy Japan or in the Memorandum of Understanding and Shareholders Agreement, both dated as of May 13, 1985, by and between Olivetti and Toshiba Corporation of Tokyo, Japan); and (iii) Olivetti Sistemas and Olivetti Brazil shall sell, transfer, convey, assign and deliver to Wang (or any subsidiary assignee of Wang permitted under Section 12.4) the quotas of Real 1,126,318 and 5,229,566 respectively, held in the capital of Olsy Brazil, representing all of the outstanding shares of capital stock of Olsy Brazil (the "Olsy Brazil Shares"), free and clear of any Lien. (b) Subject to the terms and conditions of this Agreement (including, without limitations, the adjustment of the Purchase Price (as defined in Section 2.1(c)) pursuant to Sections 6.13 and 6.14), at the Closing, in consideration of the sale, transfer, conveyance, assignment and delivery by Olivetti pursuant to Section 2.1(a), Wang shall pay, deliver or transfer (or cause Wang Nederland or any subsidiary assignee of Wang permitted under Section 12.4 to pay) to Olivetti: (i) 123,400,000,000 Italian lira in cash (the "Cash Portion of the Purchase Price"), 30,000,000,000 Italian lira of which shall be deposited in escrow in accordance with Section 3.4(a); (ii) 7,250,000 shares of common stock, par value $0.01 per share ("Wang Common Stock"), of Wang (the "Wang Shares"), all of which shall be deposited in escrow in accordance with Section 3.4(b); (iii) the right...

SALES AND PURCHASES. On the Closing Date (as defined in Section 3.4), in consideration of the Earnest Money (as definex xx Xxction 1.2) and other good and valuable consideration, the parties agree as follows:

SALES AND PURCHASES. 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.