Conveyance of Receivables Issuance of Securities Sample Clauses

Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement 5 Section 3.04 Limitation on Liability of the Depositor and Others 6 Section 3.05 The Depositor May Own Notes or Certificates 6 Section 3.06 Compliance with the FDIC Rule 6 ARTICLE IV MISCELLANEOUS PROVISIONS 6 Section 4.01 Amendment 6 Section 4.02 Protection of Title to Trust 8 Section 4.03 Notices 9 Section 4.04 GOVERNING LAW 9 Section 4.05 Severability of Provisions 9 Section 4.06 Assignment 9 Section 4.07 Third-Party Beneficiaries 9 Section 4.08 Separate Counterparts 10 Section 4.09 Headings and Cross-References 10 Section 4.10 Assignment to Indenture Trustee 10 Section 4.11 No Petition Covenants 10 Section 4.12 Limitation of Liability of Indenture Trustee and Owner Trustee 10 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step Receivables Assignment EXHIBIT C Additional Representations and Warranties APPENDIX A Definitions, Rules of Construction and Notices THIS TRUST SALE AGREEMENT is made as of March 14, 2012 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2012-2, a Delaware statutory trust (the “Issuing Entity”).
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Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Custody of Receivable Files 3 Section 2.03 Acceptance by Issuing Entity 3 Section 2.04 Representations and Warranties as to the Receivables 3 Section 2.05 Repurchase of Receivables Upon Breach of Warranty 3 Section 2.06 Realization Upon Liquidating Receivables 4 ARTICLE III THE DEPOSITOR 4 Section 3.01 Representations of Depositor 4 Section 3.02 Liability of Depositor 6 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Formation 6 Section 3.04 Limitation on Liability of Depositor and Others 7 Section 3.05 Depositor May Own Notes or Certificates 7
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 4 Section 3.01 Representations of the Depositor 4 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 6
Conveyance of Receivables Issuance of Securities. 21 Section 2.1. Conveyance of Receivables......................................21 Section 2.2.
Conveyance of Receivables Issuance of Securities. . . 22 Section 2.1 Conveyance of Receivables . . . . . . . . . . . . . 23 Section 2.2
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Conveyance of Receivables Issuance of Securities. Section 2.1
Conveyance of Receivables Issuance of Securities 

Related to Conveyance of Receivables Issuance of Securities

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Purchases of Securities PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:

  • Purchase, Sale and Delivery of Securities (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares, to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. In making this Agreement, each Underwriter is contracting severally and not jointly; the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company to you for the accounts of the Underwriters against payment of the purchase price therefor by certified or official bank check or other same day funds payable to the order of the Company at the offices of McDexxxxx, Xxll & Emerx, 007 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, xx such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Eastern Time on the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6-1(c) under the Exchange Act, such time and date of delivery being herein referred to as the "Closing Date." If you so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Underwriters. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the Closing Date at the offices of Pipex Xxxxxxx Xxx., Pipex Xxxxxxx Xxxer, 222 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, xx such other location as may be mutually acceptable.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $1.80

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