Sale of Contracts. It is the express intent of the Company and the Trustee that the conveyance of the Assets underlying a Series by the Company to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company to the Trustee. It is, further, not the intention of the Company or the Trustee that such conveyance be deemed a pledge of such Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Company, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the related Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company and the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may ...
Sale of Contracts. The following sentence is added to Section 5.1 of the Participation Agreement: The Company shall deliver the documents listed in this Section 5.1 and any Amendments thereto and as required by Applicable Law, including Applicable SEC Guidance.
Sale of Contracts. (a) The Seller, concurrently with the execution and delivery of this Agreement, does hereby transfer, sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under the following, whether now existing or hereafter acquired and wherever located: (i) the Contracts listed on the List of Contracts as amended from time to time (including the security interests created thereby), including all principal of and interest received on or with respect to such Contracts after the Cut-off Date, (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land-and-Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing.
Sale of Contracts. Each sale of Contracts pursuant to this Agreement shall be reflected on Seller's balance sheet and other financial statements as a sale of assets by Seller. Seller shall not take any action or omit to take any action which would cause the transfer of any Contract to Purchaser to be treated as anything other than a sale to Purchaser of all of Seller's right, title and interest in and to such Contract.
Sale of Contracts. Section 5.1 of the Participation Agreement is hereby replaced with the following: The Company shall be fully responsible as to the Trust and the Distributor for the sale and marketing of the Contracts. The Company shall provide Contracts, the Contracts’ and Trust’s Prospectuses, Contracts’ and Trust’s Statements of Additional Information, and all amendments or supplements to any of the foregoing to Contract Owners and prospective Contract [page break] Owners, all in accordance with federal and state laws. For the avoidance of doubt, the Company may provide Contract Owners and potential Contract Owners with a Summary Prospectus in lieu of a Statutory Prospectus in accordance with applicable law. The Company shall ensure that all persons offering the Contracts are duly licensed and registered under applicable insurance and securities laws. The Company shall ensure that each sale of a Contract satisfies applicable suitability requirements under insurance and securities laws and regulations, including without limitation the rules of the NASD. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and the Distributor that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or offerees) is so used.
Sale of Contracts. 15.1 Corporate Insurance Agent shall use its best efforts to solicit applications for Contracts from persons for whom the Contracts are suitable, in accordance with the terms and conditions of this agreement.
Sale of Contracts. Section 5.1 of the Participation Agreement is hereby replaced with the following: 5.1
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Sale of Contracts. The Seller hereby sells, assigns, transfers and sets over to the Buyer, and the Buyer does hereby purchase, all of the following: (i) all of the accounts and notes receivable and amendments thereto listed on Schedule A hereto (collectively, the "Contracts"), and all monies owing thereon; (ii) all right, title and interest of the Seller in all security agreements, certificates of title and other documents and agreements constituting, or otherwise evidencing or relating to, security for payment of any of the Contracts and the liens created thereunder; (iii) all right, title and interest of the Seller in, to and under all endorsements and guaranties by others of any of the Contracts; (iv) all right, title and interest of the Seller in, to and under all credit applications, credit bureau reports, credit investigation documentation, credit scoring sheets and disbursement documentation; (v) all of the Seller's interest under each and every existing policy or certificate of insurance, if any, that relates to any property securing any Contract or to the life or health of any Obligors (defined below) under the Contracts; (vi) rights of the Seller under dealer agreements pursuant to which the Contracts were acquired by the Seller, including without limitation rights of recourse against dealers; and (vii) ledger cards and such other correspondence, documents and records in the Seller's files, or otherwise under its control, related solely to the Contracts, the obligors under the Contracts (the "Obligors") or the motor vehicles which are financed under the Contracts (the "Financed Vehicles"). The property referred to in clauses (i) through (vii) of this subsection (a) are collectively referred to herein as the "Assets."
Sale of Contracts. MetLife has the right to modify any of the Contracts, modify or alter the conditions or terms under which any Contract may be sold, discontinue or withdraw any Contract from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Contracts, or cease doing business in any area in whole or in part, at any time with prior written notice to Selling Entities, unless the obligation to provide written notice will cause irreparable harm to MetLife. MetLife may remove any Contract from Schedule C, thereby terminating the solicitation and sale of such Contract under this Agreement, with advance written notice to Selling Entities, but may not add new Contracts to Schedule C without the written consent of Selling Entities.
