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, FTH LLC does hereby transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) 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 in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC 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 3 contracts

Samples: Purchase Agreement (Fifth Third Holdings Funding, LLC), Purchase Agreement (Fifth Third Auto Trust 2014-2), Purchase Agreement (Fifth Third Auto Trust 2014-1)

AutoNDA by SimpleDocs

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC the Bank does hereby sell, transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser XXXX without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) the Receivables, the Collections after the [Initial] Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (collectively, the “[Initial] Purchased Assets”)[, which sale shall be effective as of the Initial Cut-Off Date]. The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser XXXX of any obligation of FTH LLC or the Originator 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 3 contracts

Samples: Purchase Agreement (Capital One Auto Receivables LLC), Purchase Agreement (Capital One Auto Receivables LLC), Purchase Agreement (Capital One Auto Receivables LLC)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby the Bank agrees to transfer, assign, set over, sell, contribute sell and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims title and demands interest in, to and under each of (a) the Receivables, the Collections on or after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an described in the assignment in the form of Exhibit A (the “Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”)) having a Net Pool Balance as of the Cut-Off Date equal to $[ ], which sale shall be effective as of the Cut-Off Date. The sale, transfer, assignment, contribution assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC or the Originator to the Obligors, the Dealers, insurers Obligors 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: Purchase Agreement (Usaa Acceptance LLC), Purchase Agreement (Usaa Acceptance LLC)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands of the Seller, in, to and under each of (a) 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 in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC 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: Purchase Agreement (Fifth Third Auto Trust 2013-A)

AutoNDA by SimpleDocs

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC the Bank does hereby sell, transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser XXXX without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands in, to and under each of (a) the Receivables, the Collections after the [Initial] 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 (the “Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (collectively, the “[Initial] Purchased Assets”)[, which sale shall be effective as of the Initial Cut-Off Date]. The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser XXXX of any obligation of FTH LLC or the Originator 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: Purchase Agreement (Capital One Auto Receivables LLC)

Agreement to Sell and Contribute on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, FTH LLC does hereby transfer, assign, set over, sell, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of its right, title, interest, claims and demands demands, in, to and under each of (a) 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 in the form of Exhibit A (“Assignment”) delivered on the Closing Date and (b) the Receivables Sale Agreement (the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of FTH LLC 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: Purchase Agreement (Fifth Third Auto Trust 2013-1)

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