Limitations on Purposes Clause Samples
Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes:
(i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, receivables arising out of or relating to the financing or sale of new or used motor vehicles, including automobiles, motorcycles, light duty trucks and recreational vehicles, monies due thereunder, security interests in the motor vehicles financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, the “Receivables”) and transfer to, and/or act as depositor with respect to, one or more trusts (collectively, the “Trusts”); (ii) to acquire, dispose of, authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates (“Certificates”) or notes (“Notes”) or other evidences of indebtedness (collectively, together with the Certificates and the Notes, the “Securities”) that are collateralized by or evidence an interest in the Receivables; and (iii) to negotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but not limited to any Basic Document and any assignment and assumption agreement deemed desirable to facilitate the Permitted Merger, and to engage in any lawful activity which is incidental to the activities contemplated by any such agreement.
(b) The Company is hereby authorized, by or through any Manager or any Officer on behalf of the Company, to execute, deliver and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of any Manager or any Officer to enter into other agreements on behalf of the Company in accordance with this Agreement. Further, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to accomplish or for the furtherance of the purposes set forth in this Section (such business activities and transactions specified in this Section 3.02 collectively referred to hereinafter as “Permitte...
Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and activities incident and necessary or convenient to accomplish the following purposes: (i) acquire from time to time from or sell from time to time to NMAC or its dealers or affiliates all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new, near-new or used motor vehicles (including automobiles and light-duty trucks), moneys due thereunder, security interests in the vehicles financed or leased thereby, proceeds from claims on insurance policies related thereto and related rights (collectively, the “Receivables”); (ii) acquire from time to time from NMAC or any of its affiliates as may be the holder of an undivided trust interest in a trust or other similar special purpose entity originating leases with respect to new, near-new or used vehicles (including automobiles and light-duty trucks), all right, title and interest in and to one or more special units of beneficial interest representing interests in a pool of leased vehicles allocated from any such undivided trust interest in a trust or other similar special purpose entity, the lease contracts related to the leased vehicles, moneys due under such leases, proceeds from the claims on insurance policies related to such vehicles or leases and related rights (collectively, “SUBIs”), and act as the beneficiary of any such SUBIs under the terms of the documents creating such interests (including, without limitation, enforce its rights and exercise available remedies thereunder), and sell from time to time to NMAC or reallocate from time to time to the undivided interest from which such SUBI was created certain of the leased vehicles, related leases and interest therein comprising such SUBIs; (iii) acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing (the “Collateral”); (iv) transfer Receivables and SUBIs and/or related Collateral to trusts or other Persons (collectively, the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreeme...