Common use of Agreement to Sell and Contribute on the Closing Date Clause in Contracts

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby transfer, assign, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Bank Transferred Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 11 contracts

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2023-1), Receivables Sale Agreement (Fifth Third Auto Trust 2023-1), Receivables Sale Agreement (Fifth Third Holdings Funding, LLC)

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Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby transfer, assign, set over, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands of the Bank in, to and under the ReceivablesReceivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Bank Transferred Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2014-1), Receivables Sale Agreement (Fifth Third Auto Trust 2013-1)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby transfer, assign, set over, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Bank Transferred Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 1 contract

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2014-2)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank [Originator] does hereby transfer, assign, set over, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date all of its right, title, title interest, claims and demands in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Bank Transferred [Originator] Sold Assets”). The sale, transfer, assignment, contribution assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank [Originator] to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 1 contract

Samples: Receivables Sale Agreement (Fifth Third Holdings Funding, LLC)

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Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank PFLP does hereby irrevocably transfer, assign, sellset over, contribute sell and otherwise convey to FTH LLC the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its PFLP’s right, title, interest, claims title and demands interest in, to and under the Receivables, the Collections after the close of business on the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (collectively, the “Bank Transferred Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC the Purchaser of any obligation of the Bank Originator to the Obligors, the Dealers, insurers Dealers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 1 contract

Samples: Purchase Agreement (Porsche Auto Funding LLC)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, the Bank does hereby transfer, assign, set over, sell, contribute and otherwise convey to FTH LLC without recourse (subject to the obligations herein) on the Closing Date (a) all of its right, title, interest, claims and demands of the Bank in, to and under the ReceivablesReceivables described on Schedule III hereto, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A (“Assignment”) delivered on the Closing Date (the “Bank Transferred Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by FTH LLC of any obligation of the Bank or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Appears in 1 contract

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2013-A)

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