Gmac LLC Sample Contracts

AGREEMENT
Agreement • October 24th, 2001 • General Motors Acceptance Corp • Finance lessors • New York
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EXHIBIT 4(k) FIFTH SUPPLEMENTAL INDENTURE, dated as of September 30, 1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), and THE...
Supplemental Indenture • April 1st, 1999 • General Motors Acceptance Corp • Personal credit institutions

FIFTH SUPPLEMENTAL INDENTURE, dated as of September 30, 1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), and THE BANK OF NEW YORK, a corporation duly organized and existing under the laws of the State of New York (hereinafter called the "Trustee", which term shall include any successor trustee appointed pursuant to Article Seven of the Indenture hereinafter referred to), as successor trustee to Morgan Guaranty Trust Company of New York.

EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 3rd, 2006 • General Motors Acceptance Corp • Finance lessors • New York
ALLY FINANCIAL INC. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • March 27th, 2014 • Ally Financial Inc. • Finance lessors • New York

The United States Department of Treasury (the “Selling Stockholder”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”; said Common Stock to be sold by the Selling Stockholder being hereinafter called, the “Underwritten Securities”), of Ally Financial Inc., a corporation organized under the laws of Delaware (the “Company”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover Common Stock over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain terms used herein are defined in Section 22 hereof.

Exhibit 1 GENERAL MOTORS ACCEPTANCE CORPORATION SMARTNOTES(SM) DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT
Selling Agent Agreement • September 16th, 2005 • General Motors Acceptance Corp • Finance lessors • New York
ALLY FINANCIAL INC. Underwriting Agreement Standard Provisions (Debt Securities) Dated July 22, 2024
Underwriting Agreement • July 26th, 2024 • Ally Financial Inc. • State commercial banks

This Agreement may be signed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

ALLY FINANCIAL INC., THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of June [ ], 2011
Purchase Contract Agreement • June 3rd, 2011 • Ally Financial Inc. • Finance lessors • New York

PURCHASE CONTRACT AGREEMENT, dated as of June [ ], 2011 among ALLY FINANCIAL INC., a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and THE BANK OF NEW YORK MELLON, acting as Trustee under the Indenture (as defined herein).

GUARANTEE AGREEMENT
Guarantee Agreement • February 25th, 2011 • Ally Financial Inc. • Finance lessors • New York

GUARANTEE AGREEMENT, dated as of , made by Ally Financial Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to) and each of the parties hereto designated on the signature pages hereof as a Guarantor (including each Person that becomes a party hereto pursuant to Section 3.12, each a “Guarantor”), in favor of the Trustee (as defined below), for its benefit and for the benefit of the holders from time to time (the “Holders”) of the notes listed on Schedule 1 hereto (the “Guaranteed Notes”, which term shall include any “Additional Notes” as set forth below) of the Company, issued under that certain indenture dated as of July 1, 1982 (as supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and , as trustee (in such capacity, the “Trustee”).

ALLY FINANCIAL INC. Underwriting Agreement Standard Provisions (Subordinated Debt Securities) Dated February 8, 2023
Underwriting Agreement • February 13th, 2023 • Ally Financial Inc. • State commercial banks

This Agreement may be signed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

TAX ASSET PROTECTION PLAN dated as of January 10, 2014 between ALLY FINANCIAL INC. and Computershare Trust Company, N.A., as Rights Agent
Tax Asset Protection Plan • January 13th, 2014 • Ally Financial Inc. • Finance lessors • Delaware

TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of January 10, 2014, between Ally Financial Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).

MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • August 7th, 2009 • Gmac Inc. • Finance lessors • New York

MASTER TRANSACTION AGREEMENT (this “Agreement”) dated as of May 21, 2009, between THE UNITED STATES DEPARTMENT OF THE TREASURY (“UST”), GMAC LLC (“GMAC”), U.S. DEALER AUTOMOTIVE RECEIVABLES TRANSITION LLC (the “LLC”) and CHRYSLER LLC (“Chrysler”).

SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of March 1, 2011
Guarantee Agreement • March 4th, 2011 • Ally Financial Inc. • Finance lessors • New York

This SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of March 1, 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the “Trust”) with respect to Series 2 thereof (the “Issuer”). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 1 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the “Original Guarantee Agreement”).

ALLY FINANCIAL INC. ALLY FINANCIAL TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT August 13, 2024
Selling Agent Agreement • August 13th, 2024 • Ally Financial Inc. • State commercial banks • Illinois

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed with or submitted to the Commission through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system (except for required EDGAR formatting changes) conform to the versions of such documents reviewed by us prior to such formatting, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

PURCHASE AGREEMENT FREDDIE MAC STRIPPED INTEREST CERTIFICATES, SERIES 256
Purchase Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • New York

• As of July 1, 2008, each Mortgage represented in the related Mortgage Group has an Excess Yield Rate, interest rate, remaining term to maturity and loan age equal to the weighted average Excess Yield Rate, interest rate, remaining term to maturity and loan age for that Mortgage Group shown in the table on page S-7.

Share Transfer Agreement by and between Ally Financial Inc. (as “Seller”) and General Motors Financial Company, Inc. (as “Purchaser”) in respect of a transfer of registered capital of GMAC-SAIC Automotive Finance Company Limited
Share Transfer Agreement • March 1st, 2013 • Ally Financial Inc. • Finance lessors

Ally Financial Inc. (formerly known as GMAC LLC), a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal executive offices located at 1209 Orange Street, Wilmington, Delaware 19801, USA; and

AMENDED AND RESTATED UNITED STATES CONSUMER FINANCING SERVICES AGREEMENT between GMAC LLC and GENERAL MOTORS CORPORATION Dated as of May 22, 2009
Consumer Financing Services Agreement • November 15th, 2010 • Ally Financial Inc. • Finance lessors • New York

This Amended and Restated United States Consumer Financing Services Agreement (this “Agreement”) is dated as of May 22, 2009, and is made effective as of December 29, 2008, by and between General Motors Corporation, a Delaware corporation (“GM”), and GMAC LLC, a Delaware limited liability company (“GMAC”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2007 • Gmac LLC • Finance lessors • New York

EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 30, 2006 by and between GMAC LLC (the “Company”) and Eric Feldstein (the “Executive”) (each a “Party” and together, the “Parties”).

Contract
Master Services Agreement • August 7th, 2009 • Gmac Inc. • Finance lessors • New York

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

Contract
Master Services Agreement • November 15th, 2010 • Ally Financial Inc. • Finance lessors • New York

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT by and among ALLY FINANCIAL INC., as Parent GENERAL MOTORS FINANCIAL COMPANY, INC. as Purchaser and, solely for purposes of Section 5.3, Section 5.6, Section 5.14(b) and Article X, GENERAL MOTORS...
Purchase and Sale Agreement • March 1st, 2013 • Ally Financial Inc. • Finance lessors • New York

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of November 21, 2012, and amended and restated as of February [•], 2013 (as amended and restated, the “Agreement”), by and among Ally Financial Inc., a corporation organized under the laws of the state of Delaware (“Parent”), and General Motors Financial Company, Inc., a corporation organized under the laws of the state of Texas (“Purchaser”) and, solely with respect to Section 5.3, Section 5.6, Section 5.14(b) and Article X, General Motors Company, a corporation organized under the laws of the state of Delaware (“Purchaser Topco”).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLC Dated as of March 24, 2009
Limited Liability Company Operating Agreement • March 25th, 2009 • Gmac LLC • Finance lessors • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of GMAC LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 24, 2009 (the “Effective Date”) by and among GM Finance Co. Holdings LLC, a Delaware limited liability company (“GM Holdco”) and FIM Holdings LLC, a Delaware limited liability company (“FIM”), each as Members, and each other Member named herein, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act.

SETTLEMENT AGREEMENT
Settlement Agreement • January 4th, 2012 • Ally Financial Inc. • Finance lessors • New York

This Agreement (the “Agreement”) is made and effective as of December 23, 2010 (the “Effective Date”), by and between Fannie Mae (“Fannie Mae”) and GMAC Mortgage, LLC (“GMACM”), Residential Capital, LLC, Residential Funding Securities, LLC (d/b/a GMAC RFC Securities and f/k/a Residential Funding Securities Corporation), Residential Asset Mortgage Products, Inc., Residential Funding Company LLC (f/k/a Residential Funding Corporation), Residential Funding Mortgage Securities I, Inc., Residential Accredit Loans, Inc. and Homecomings Financial LLC (collectively the “GMACM Parties” and, with Fannie Mae, the “Parties”).

GMAC LONG-TERM INCENTIVE PLAN LLC LONG-TERM PHANTOM INTEREST PLAN AWARD AGREEMENT
Award Agreement • February 27th, 2008 • Gmac LLC • Finance lessors • New York

This agreement (the “Award Agreement”) is made and entered into as of February ___, 2008 (the “Award Date”), by and among GMAC Long-Term Incentive Plan LLC (the “Company”), and [ ] (the “Participant”).

GMAC Capital Trust I UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2011 • Ally Financial Inc. • Finance lessors • New York

The Series 2 Trust Preferred Securities were issued pursuant to the terms of the Second Amended and Restated Declaration of Trust, dated as of March 1, 2011 (the “Base Declaration”), as supplemented by the Series 2 Supplement to the Second Amended and Restated Declaration (the “Series 2 Supplement” and, together with the Base Declaration, the “Declaration”), among Ally Financial Inc. (f/k/a GMAC Inc.), a Delaware corporation (the “Company”), as sponsor, the Delaware Trustee (as defined below) and the trustees of each series named therein (the “GMAC Capital Trustees”) and the holders from time to time of undivided beneficial interests in the relevant series of the Trust. The Declaration is qualified as an indenture under the Trust Indenture Act. Pursuant to the Declaration, the number of GMAC Capital Trustees for Series 2 of the Trust is initially four. Two of the GMAC Capital Trustees (the “Administrative Trustees”) are persons who are employees or officers of, or are affiliated with,

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLC Dated as of May 21, 2009
Limited Liability Company Operating Agreement • May 22nd, 2009 • Gmac LLC • Finance lessors • Delaware

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of GMAC LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 21, 2009 (the “Effective Date”) by and among GM Finance Co. Holdings LLC, a Delaware limited liability company (“GM Holdco”), and FIM Holdings LLC, a Delaware limited liability company (“FIM”), each as Members, and each other Member named herein, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act.

Ally Financial Inc.
Incentive Compensation Award Agreement • November 3rd, 2020 • Ally Financial Inc. • State commercial banks
INTELLECTUAL PROPERTY LICENSE AGREEMENT PARTIES
Intellectual Property License Agreement • May 8th, 2007 • Gmac LLC • Finance lessors • New York

This Intellectual Property License Agreement (this “Agreement”) is made and entered into as of November 30, 2006 by and between General Motors Corporation, a Delaware corporation, and those of its Vauxhall Motors Ltd., Opel Eisenach GmbH, Saab Automobile AB, Saturn Corporation and OnStar Corporation Subsidiaries who choose to join General Motors Corporation as a party to this Agreement pursuant to execution of an Opt-in Letter in the form of exhibits attached hereto and incorporated herein by reference (referred to collectively as “GM”), and GMAC LLC, a Delaware limited liability company (“Licensee”).

Plan Support Agreement
Plan Support Agreement • August 2nd, 2013 • Ally Financial Inc. • Finance lessors • New York
Ally Financial Inc.
Incentive Compensation Plan Award • November 3rd, 2020 • Ally Financial Inc. • State commercial banks
SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement • August 7th, 2007 • Gmac LLC • Finance lessors

This Separation Agreement and General Release of Claims (“Agreement”) is made and entered into between Residential Funding Company, LLC (“RFC” or “Company”) and Bruce Paradis (“Paradis” or “you”). This Agreement represents our mutual understanding and agreement concerning your at-will employment with RFC, which will terminate effective June 1, 2007 (“Separation Date”).

ALLY FINANCIAL INC. Underwriting Agreement Standard Provisions (Subordinated Debt Securities) Dated December 2, 2024
Underwriting Agreement • December 5th, 2024 • Ally Financial Inc. • State commercial banks

This Agreement may be signed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

GMAC LLC SMARTNOTESSM DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT July 25, 2006
Selling Agent Agreement • July 25th, 2006 • Gmac LLC • Finance lessors • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SERVICING AGREEMENT between RESIDENTIAL CAPITAL, LLC and MHPOOL HOLDINGS LLC dated as of September 30, 2008
Servicing Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • Delaware

THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), on behalf of itself and its controlled Affiliates (as defined in the Purchase Agreement (as defined below)) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”), on behalf of itself and Subsidiary.

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