WOAR definition
Examples of WOAR in a sentence
The representations and warranties of WOAR hereunder shall be true and correct in all material respects as of the Purchase Date, and WOAR shall have performed in all material respects all obligations to be performed by it hereunder on or prior to the Purchase Date.
The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.
In consideration for the purchase of the Receivables and related assets pursuant to Section 2.01 hereof, WOAR shall pay to World Omni on the Closing Date an amount equal to the aggregate Starting Principal Balances for such Receivables (with respect to such Receivables, the “Purchase Price”) and World Omni shall execute and deliver to WOAR the RPA Assignment with respect to such Receivables and related assets.
WOAR has the requisite power and authority to execute and deliver this Agreement and to carry out its terms, and the execution, delivery and performance of this Agreement have been duly authorized by WOAR by all necessary action.
It is the intention of World Omni and WOAR that the assignment and transfer contemplated herein and by the RPA Assignment shall constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of the Receivables identified in the RPA Assignment and other property specified in Section 2.01 hereof, conveying good title thereto free and clear of any liens and encumbrances, from World Omni to WOAR.
World Omni shall not change its name, identity or corporate structure in any manner that could reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given WOAR at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
World Omni shall deliver to WOAR file stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
With respect to all Receivables repurchased by World Omni pursuant to this Agreement and the Sale and Servicing Agreement, WOAR shall assign, without recourse, representation or warranty, to World Omni all WOAR’s right, title and interest in and to such Receivables and all security and documents relating thereto.
On the Closing Date, a portion of such Purchase Price payable on such date equal to approximately $1,231,217,184.90 shall be paid to World Omni in immediately available funds and the balance of the Purchase Price ($77,440,865.72) shall be recorded as a capital contribution to WOAR from World Omni.
World Omni and WOAR wish to set forth the terms pursuant to which World Omni will sell the Receivables to WOAR.