Sale of the Receivables Sample Clauses

Sale of the Receivables. Each of the Transferor and the Issuer shall in good faith request that the Noteholders under the Senior Facility agree to provide the Class A Noteholders a right of first refusal to purchase the Receivables in the event of a sale of Receivables after an “Event of Default” under the Senior Facility.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sale of the Receivables. (a) By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (except as specifically provided herein), all of its right, title and interest in, to and under the Receivables in each Account and all Product Security with respect thereto, now existing and hereafter created and wherever located, all monies due or to become due with respect thereto (including Recoveries) on and after the Cut-Off Date and all proceeds thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute, and is not intended to result in, a creation or an assumption by the Purchaser of any obligation of the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Dealer and any affiliate thereof or insurers.
Sample 1
Sale of the Receivables. (a) By execution of this Agreement, ITT does hereby sell, transfer, assign, set over and otherwise convey to Yamaha, without recourse, all of its right, title and interest in, to and under the Receivables and related Product Security now existing and hereafter created of each Dealer, wherever located, all monies due or to become due with respect thereto and all Proceeds thereof. The parties hereto intend that the conveyance of ITT's right, title and interest in, to and under the Receivables and related Product Security now existing and hereafter created of each Dealer, all monies due or to become due with respect thereto and all Proceeds thereof pursuant to the terms hereof shall constitute a sale and not a grant of a security interest in such property. It is the intention of ITT and Yamaha that the transfer of the Receivables and the related Product Security contemplated herein constitute an absolute assignment of the Receivables and related Product Security from ITT to Yamaha and not a transfer for security. However, in the event that such transfer is not characterized as an absolute assignment and sale, but rather as a transfer for security, ITT hereby grants to Yamaha a security interest in and lien on all of ITT's right, title and interest in, to and under the Receivables and assigns the related Product Security identified on the Statements of Transaction relating to the Receivables now existing and hereafter created of each Dealer, wherever located, together with all monies due and to become due with respect thereto and all Proceeds thereof, wherever located, as security for the prompt and complete payment and performance in full of all amounts owed by ITT to Yamaha whether now existing or hereafter arising (including, without limitation, the prompt and complete payment in full of an amount equal to sum of all amounts payable by Dealers to ITT with respect to the repayment of ITT Advances) and for the performance of ITT's obligations set forth hereunder. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute, and is not intended to result in, a creation or an assumption by Yamaha of any obligation of ITT or any other Person in connection with the Dealers, the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Dealers, merchant banks, or insurers.
Sample 1
Sale of the Receivables. (a) By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to RFC, without recourse (except as specifically provided herein), all of its right, title and interest in, to and under the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including Recoveries) on and after the Cut Off Date and all proceeds of the Receivables. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by RFC of any obligation of the Seller or Servicer or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, and any affiliate thereof, or insurers.
Sample 1

Related to Sale of the Receivables

  • Conveyance of the Receivables AND THE OTHER CONVEYED PROPERTY

  • The Receivables SECTION 3.01 Representations and Warranties of the Seller with Respect to the Receivables......... 22 SECTION 3.02

  • Purchase and Sale of Receivables On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and the other property relating thereto (as defined below).

  • Sale of Receivables Each of the Seller and the Depositor is, as of the time of the transfer to the Purchaser of each Receivable being sold to the Purchaser by it hereunder on the Closing Date, the sole owner of such Receivable free from any Lien other than those released at or prior to such transfer. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against any Originator, the Seller or any Subsidiary of any Originator or the Seller or purporting to be filed on behalf of any Originator, the Seller or any Subsidiary of any Originator or the Seller covering any interest of any kind in any Contracts and related Receivables and any Originator and the Seller will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Contracts and related Receivables, except (i) in each case any financing statements filed in respect of and covering the purchase of the Contracts and related Receivables by the Purchaser or filed in connection with the Transaction Documents and (ii) financing statements for which a release of Lien has been obtained or that has been assigned to the Purchaser or the Trustee. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Contract or related Receivable sold hereunder have been accomplished and are in full force and effect, or will be accomplished and in full force and effect prior to the time required in clause (iii) of Section 3.1, and the Seller shall at its expense perform all acts and execute all documents necessary or reasonably requested by the Purchaser, the Receivables Trust, the Issuer or the Trustee at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Receivables Trust in the Contracts and related Receivables and the priority thereof.

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than 3 months and not more than 75 months.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

  • Purchase and Sale of the Mortgage Loans and Related Rights (a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

  • Optional Preservation of the Receivables If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Time is Money Join Law Insider Premium to draft better contracts faster.