Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on such Schedule 2.
Purchase, Sale and Delivery of the Offered Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of [Offered] Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, [—]%, (ii) in the case of the Class A-2 Notes, [—]%, (iii) in the case of the Class A-3 Notes, [—]%, [and] (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]%]. Each Class of [Offered] Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of [Offered] Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Notes to the [Representatives] [Underwriters] for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m., Chicago time, on [ ], 20[ ] or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the [Representatives] [Underwriters] agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered ...
Purchase, Sale and Delivery of the Offered Notes. Each of the Sponsor and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes to the Underwriters, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby severally and not jointly agree to purchase the principal amount of the Offered Notes set forth opposite their respective names in Annex A hereto. At the time of issuance of the Offered Notes, the Mortgage Loans will be transferred by the Sponsor to the Depositor, and by the Depositor to the Issuing Entity pursuant to the SSA and pledged to the Indenture Trustee pursuant to the Indenture. The Offered Notes to be purchased by each Underwriter will be delivered by the Sponsor and the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price therefor, set forth in Annex A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., on April 28, 2006 or at such other time thereafter as each of the Underwriters, the Sponsor and the Depositor determine (such time being herein referred to as the “Closing Date”). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Sponsor and the Depositor agree to have the Offered Notes available for inspection and review by the Underwriters in New York not later than 10:00 a.m. New York time on the business day prior to the Closing Date.
Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule I. Each class of Offered Notes is to be purchased at the respective purchase price expressed as a percentage of the aggregate principal amount of the applicable class of Offered Notes set forth on Schedule I. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the initial principal amount of the applicable class of Offered Notes sold to the Underwriters, shall be as set forth in Schedule I. In addition, Carvana will pay to Xxxxxx X. Xxxxx & Co. Incorporated, as co-manager, a $40,000 fee.
Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”).
Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, the respective Classes of Offered Notes in the respective principal amounts and at the respective purchase prices set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Offered Notes shall be made at the office of [Xxxxxxxxx Xxxxxxx, LLP, 00 Xxxx Xxxxxx Xxxxx, Suite 3100, Chicago, IL 60601-1732] (or such other place as the Seller and the Representatives shall agree), on [Month Day], 200X (the “Closing Date”). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Seller. The Offered Notes to be so delivered will be initially represented by one or more Offered Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances.
Purchase, Sale and Delivery of the Offered Notes. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Issuer, at the direction of the Trust Manager, agrees to sell the Offered Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Issuer on the Closing Date, the number, class and aggregate principal amount of the Offered Notes set forth opposite such Underwriter's name on Schedule A. The Class A Notes shall be so purchased at a price equal to 100% of the principal amount of the Class A Notes, the Class AB Notes shall be so purchased at a price equal to 100% of the principal amount of the Class AB Notes and the Class B Notes shall be so purchased at a price equal to 100% of the principal amount of the Class B Notes (collectively, the "Selling Price").
Purchase, Sale and Delivery of the Offered Notes. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Issuer, at the direction of the Trust Manager, agrees to sell the Offered Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Issuer on the Closing Date, the number, class and aggregate principal amount of the Offered Notes set forth opposite such Underwriter's name on Schedule A. The Class A Notes shall be so purchased at a price equal to [100%] [TO BE CONFIRMED] of the principal amount of the Class A Notes (the "Selling Price").
Purchase, Sale and Delivery of the Offered Notes. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Issuer, at the direction of the Trust Manager, agrees to sell the Offered Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Issuer on the Closing Date, the number, class and aggregate principal amount of the Offered Notes set forth opposite such Underwriter's name on
Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth: (i) the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust at a purchase price of 99.74803% of the principal amount thereof, the respective principal amount of the Class A-2 Notes set forth opposite the name of such Underwriter on Schedule I hereto, (ii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.64621% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite your name on Schedule I hereto, (iii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.54938% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite your name on Schedule I hereto, (iv) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.44201% of the principal amount thereof, the respective principal amount of the Class C Notes set forth opposite your name on Schedule I hereto and (v) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.33780% of the principal amount thereof, the respective principal amount of the Class D Notes set forth opposite your name on Schedule I hereto. Delivery of and payment for the Offered Notes shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on September 29, 2010 (the “Closing Date”). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Offered Notes to be so delivered will be represented initially by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances.
