Sales and Contributions. (a) In consideration of the membership interest in Purchaser held by RPA Seller, RPA Seller agrees to contribute, and does hereby contribute to Purchaser, and Purchaser agrees to accept, and does hereby accept, from RPA Seller on the Effective Date, $25,000,000 of Existing Assets. The Existing Assets not so contributed to Purchaser on the Effective Date are hereby sold, transferred, set over, assigned and otherwise conveyed by RPA Seller to Purchaser for a purchase price to be agreed to by RPA Seller and Purchaser, which purchase price shall be payable on the Effective Date and shall not be materially less favorable to RPA Seller than prices for transactions of a generally similar character taking into account the quality of such Existing Assets and other pertinent factors. The purchase price for the Existing Assets (other than Existing Assets contributed to Purchaser) shall be deemed to be a borrowing under the Subordinated Note. The contribution and sale of the Existing Assets from RPA Seller to Purchaser are subject in each case to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the Certificate Trust Trustee pursuant to the Existing PSA. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the Effective Date and whether sold or contributed hereunder. RPA Seller and Purchaser hereby agree that each existing Receivable sold by RPA Seller to the Certificate Trust pursuant to the Existing PSA before the Effective Date shall be deemed to have been sold by RPA Seller to Purchaser on the date on which it was so sold to the Certificate Trust.
Sales and Contributions. (a) By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: (i) the Receivables existing at the opening of business on the Initial Cut-Off Date, and thereafter created from time to time in the Initial Accounts until the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Program Partner on account of in-store payments and any other amounts received by such Program Partner in payment of Receivables, (iii) the Interchange Amounts for all credit card programs relating to the Accounts on each Date of Processing and (iv) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer Date, with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation of each Transferred Asset.
Sales and Contributions. (i) Section 2.01(c) is hereby amended by adding the words “or the Bank Sale Closing Date, as applicable” after the phrase “on or prior to the Effective Date” in clause (ii) thereof.
Sales and Contributions. Section 2.1 Sales and Contributions
Sales and Contributions. (a) Subject to the terms and conditions hereof Seller shall sell, transfer and assign or contribute, as applicable, to Buyer, without recourse except as specifically provided herein, all its right, title and interest in, to and under, the following (the “Transferred Assets”): (i) each Receivable existing at the opening of business on the Closing Date owned by Seller and all proceeds of the foregoing, (ii) on each subsequent day until the Agreement Termination Date, each Receivable owned by Seller on such day and not previously sold hereunder and all proceeds of the foregoing (in the case of each of clause (i) and clause (ii), an “NBCU Sale”) and (iii) the Subsidiary Sale Agreement. The foregoing conveyance shall be effective (A) on the Closing Date, as to all Transferred Assets then existing and (B) thereafter, instantaneously upon the creation of each Transferred Asset. Buyer hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created and conveyed to Buyer pursuant to this Section 2.1.
Sales and Contributions. SECTION 2.01.
Sales and Contributions. 4 SECTION 2.02. Agreement to Contribute ......................................... 4 SECTION 2.03. Timing of Purchases and Contributions ........................... 4 SECTION 2.04. Initial Purchase Price Payment .................................. 5 SECTION 2.05. Subsequent Purchase Price Payments .............................. 5 SECTION 2.06. General Settlement Procedures ................................... 6 SECTION 2.07. Payments and Computations, Etc .................................. 7
Sales and Contributions. On the terms and subject to the conditions set forth in this Agreement, and in consideration of the Purchase Price, payable on the Initial Purchase Date until the Program Termination Date, each Seller agrees to sell, assign and transfer, and does hereby sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase, and does hereby purchase, from each such Seller, all of each such Seller's right, title and interest in, to and under (i) each Receivable (other than in the case of FMC, Initial Contributed Receivables) of each such Seller that existed and was owing to each such Seller as of the close of the Seller's business on the Initial Cut-Off Date; (ii) each Receivable (other than in the case of FMC, Contributed Receivables) created or originated by each such Seller from the close of business on the Initial Cut-Off Date to the Program Termination Date, (iii) all Related Security with respect to such Receivables, and (iv) all Collections in respect of, and other proceeds of, any of the foregoing. All purchases and capital contributions hereunder shall be made without recourse to the Sellers; provided, that each Seller will be liable to the Purchaser and its assigns for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of the Program Documents.
Sales and Contributions. 4 Section 2.02. Addition of Additional Accounts.......................................................6 Section 2.03.
Sales and Contributions. (a) By execution of this Agreement, Transferor does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under (i)(A) the Receivables acquired by Transferor pursuant to the Receivables Sale Agreements from time to time until the Agreement Termination Date, together with the Related Security and Collections with respect thereto, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (B) without limiting the generality of the foregoing or the following, all of Transferor’s rights pursuant to the Receivables Sale Agreements to receive payments from any Retailer on account of in-store payments and any other amounts received by such Retailer in payment of Receivables, (C) all of Transferor’s other rights under the Receivables Sale Agreements, and (D) any Interchange included in Collections pursuant to the supplemental agreement entered into pursuant Section 2.1(e) and (ii) all proceeds of all of the foregoing (collectively, the “Receivables Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of any Originator, any Seller, Transferor or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Retailers, clearance systems or insurers.
