Purchase and Sale of Portfolio. 1 SECTION 2.01 Purchase and Sale of Portfolio 1 SECTION 2.02 Purchase Price 2 SECTION 2.03 The Closing 2 ARTICLE III REPRESENTATIONS AND WARRANTIES 2 SECTION 3.01 Representations and Warranties as to Portfolio 2 SECTION 3.02 Additional Representations and Warranties of NFC 6 SECTION 3.03 Representations and Warranties of NFASC 7 ARTICLE IV CONDITIONS 8 SECTION 4.01 Conditions to Obligation of NFASC 8 SECTION 4.02 Conditions To Obligation of NFC 9 ARTICLE V ADDITIONAL AGREEMENTS 9 SECTION 5.01 Protection of Title. 9 SECTION 5.02 Other Liens or Interests 10 SECTION 5.03 Repurchase Upon Breaches 11 SECTION 5.04 Repurchase of Defaulted Contracts; Determination of Recognized Losses 11 SECTION 5.05 Further Assignments 12 SECTION 5.06 Pre-Closing Collections 12 SECTION 5.07 Limitation on Transfer of Navistar Purchase Obligations 12 ARTICLE VI MISCELLANEOUS PROVISIONS 12 SECTION 6.01 Amendment 12 SECTION 6.02 Survival 12 SECTION 6.03 Notices 12 SECTION 6.04 Governing Law 12 SECTION 6.05 Waivers 13 SECTION 6.06 Costs and Expenses 13 SECTION 6.07 Confidential Information 13 SECTION 6.08 Headings 13 SECTION 6.09 Counterparts 13 SECTION 6.10 Severability of Provisions 13 SECTION 6.11 Further Assurances 13 SECTION 6.12 Third-Party Beneficiary 14 SECTION 6.13 Merger and Integration 14 SECTION 6.14 Assignment 14 SECTION 6.15 No Petition Covenants 14 SECTION 6.16 CONSENT TO JURISDICTION 14 SECTION 6.17 WAIVER OF JURY TRIAL 14 EXHIBITS Exhibit A - Form of NSA Assignment (includes Exhibit I, Composite Schedule of Contracts) Exhibit B - Form of Notice of Assignment NOTE SALE AGREEMENT NOTE SALE AGREEMENT, dated as of December 16, 2009, between NAVISTAR FINANCIAL ASSET SALES CORP., a Delaware corporation (“NFASC”), and NAVISTAR FINANCIAL CORPORATION, a Delaware corporation (“NFC”).
Purchase and Sale of Portfolio. (a) Subject to the satisfaction of the conditions specified in Article IV, NFC agrees to sell, transfer, assign and otherwise convey to NFASC, without recourse (except as provided in Article V), and NFASC agrees to purchase on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “NSA Assignment”), all right, title and interest of NFC in, to and under the Contracts (as described in Exhibit I, the Composite Schedule of Contracts, to the NSA Assignment) and the Related Security, including the other Portfolio Documents.
Purchase and Sale of Portfolio. Securities Prior to Closing - Each Acquired Fund reserves the right to purchase or sell any of its portfolio securities prior to the Closing Date, except to the extent such purchases or sales may be limited by the representations made in connection with issuance of the tax opinion described in Section 8.9. hereof.
Purchase and Sale of Portfolio. Purchase Price ----------------------------------------------
Purchase and Sale of Portfolio. Subject to the terms and conditions of this Agreement and except as specifically set forth in this Agreement, on the Closing Date, Seller shall sell, transfer, convey, quitclaim, and assign the Portfolio in an "as is, where is" condition, without recourse, representation or warranty of any kind and deliver same to the extent it is capable of transfer by the Seller ("Transfer") to the Purchaser, free and clear of any and all liens, and, subject to the terms and conditions of this Agreement, the Purchaser shall purchase, acquire and accept from Seller the Portfolio and all lists, records and other information pertaining to the accounts comprising the Portfolio.
Purchase and Sale of Portfolio
