The Purchases. (a) Each Originator hereby sells, transfers, assigns and otherwise conveys to the Purchaser as of the Initial Closing Date without recourse, all of its right, title and interest in and to (i) each Premium Finance Agreement (including the power of attorney included therein) that have an Aggregate Receivable Balance as of the day prior to the Initial Closing Date and which as of its Cut Off Date satisfies the eligibility criteria set forth in the definition of "Eligible Receivables" in the Pooling and Servicing Agreement (the "Initial Receivables"), (ii) the Originator's security interest in the related Unearned Premiums, (iii) all monies due or to become due with respect to each such Initial Receivable on or after its Cut Off Date, including all monies received from insurance companies and state insurance guaranty funds representing returns of Unearned Premiums, the proceeds from any guarantees issued by insurance agents in respect of the Receivables and other charges, refunds and rebates due on such Receivables and, (iv) all proceeds of all of the foregoing (the property described in clauses (i) - (iv) above being, the "Conveyed Property").
The Purchases. (a) Subject to the conditions described in Section 2.1, the initial Purchase shall be made in accordance with the procedures described in Section 2.2(b). After the date of the initial Purchase, until the occurrence of the Termination Date, the Purchasers shall make subsequent Purchases in accordance with the provisions of the Indenture, but subject to the provisions of Section 2.1(b) and Section 2.2 hereof.
The Purchases. From time to time during the Effective Period, the Seller may request that the Purchaser purchase from the Seller Eligible Receivables, together with the Related Assets with respect thereto, by delivery to the Purchaser of a properly completed Purchase Request. The Purchaser shall advise the Seller within five Business Days whether it wishes in its sole discretion to buy all of such Eligible Receivables, together with the Related Assets, on the terms set forth in such Purchase Request. This Agreement and the Purchase Requests shall evidence the terms and understanding of the parties with respect to any such purchase of Eligible Receivables, together with the Related Assets. All income, gains, profits, and losses with respect to each Eligible Receivable purchased hereunder shall be the property of the Purchaser.
The Purchases. Upon the terms and subject to the conditions set forth in this Agreement, at the Initial Closing and the Subsequent Closing, WallerSutton shall purchase from the Company, and the Company shall sell to WallerSutton, the number of shares of Series A Preferred Stock and Warrants set forth opposite its name on Exhibit B-1 (the “Initial Purchase”) and Exhibit B-2 (the “Subsequent Purchase”), respectively (collectively, the “Purchases”), at the purchase price set forth opposite WallerSutton’s name on each exhibit. The aggregate purchase price to be paid by WallerSutton, based on $.536 per share of Series A Preferred Stock, for the Series A Preferred Stock and Warrants purchased by it hereunder is set forth on Exhibit B-1 and B-2, as the case may be, as “Total Purchase Price” (collectively, the “Purchase Price”). No further payment shall be required from WallerSutton in connection with the Purchases.
The Purchases. (a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and transfers to the Administrative Agent (on behalf of the Purchasers), and the Administrative Agent (on behalf of the Purchasers) hereby agrees to purchase and accept and hereby purchases and accepts from the Seller, all Portfolio Receivables, together with all Related Security and Collections and all proceeds of or payments in respect of any and all of the foregoing, in each case existing on the date of the initial Incremental Investment hereunder or thereafter arising and acquired by the Seller from time to time prior to the Facility Termination Date (in the aggregate, the “Portfolio”). The Administrative Agent shall hold the Portfolio on behalf of the Purchasers in each Purchaser Group in accordance with the respective portions of the Portfolio funded by that Purchaser Group from time to time. For the avoidance of doubt, the Administrative Agent shall have no right, title or interest in the Portfolio other than to hold the Portfolio for the benefit of each individual Purchaser in accordance to such Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. The assignment and transfer is made to the Administrative Agent (on behalf of the Purchasers) solely as an administrative convenience.
The Purchases. (a) The Bank does hereby sell, transfer, assign, and otherwise convey, to the Purchaser, without recourse, all of its right, title and interest in, to and under (collectively, the "Purchases"):
The Purchases. (a) On each Purchase Date, subject to satisfaction of the applicable conditions set forth in Exhibit II hereto, the Purchaser shall make available to the Provider in same day funds, at the Provider Account, an amount equal to the Initial Disbursement of the Purchased Batch. The Initial Disbursement for such Purchased Batch plus the Residual Amounts (representing the deferred purchase price with respect thereto) payable on the dates set forth in Section 1.04(c), shall constitute the "Purchase Price" with respect to such Purchased Batch. Reference is made to Exhibit XIII hereto for a numerical example (for illustrative purposes only) of the manner of calculation of the Initial Disbursement and the Residual Amounts for a Purchased Batch.
The Purchases. MBFG agrees, on the terms and conditions hereinafter set forth, to purchase from Seller, from time to time until the Purchase Termination Date, Eligible Receivables.
The Purchases. LWK shall sell its 1% general partner interest and BMHC shall purchase the general partner interest. LWK shall sell its 49% limited partner interest and L&H shall sell its 1% limited partner interest and Framing shall purchase the collective 50% limited partner interests. As a result, BMHC will hold a 1% general partner interest and Framing will hold a 99% limited partner interest in the Partnership upon consummation of the purchases.
The Purchases. (a) The Originator does hereby sell, transfer, assign, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts, including, without limitation, all accounts, general intangibles, contract rights, and other obligations of any Obligor with respect to the Receivables, now or hereafter existing, (ii) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any Finance Charge Receivables, including any Recoveries), (iii) all Interchange arising upon the creation of such Receivables, (iv) all proceeds of such Receivables and (v) the Charge Account Agreements relating to such Accounts (collectively, the "PURCHASES") on the Closing Date and on the Initiation Date of any such subsequently created Receivable during the period from the Closing Date until the Purchase Termination Date (each such date, including the Closing Date, being a "PURCHASE DATE").