Conveyance of Receivables Issuance of Securities Sample Clauses

Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 4 Section 3.01 Representations of the Depositor 4 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 5 Section 3.04 Limitation on Liability of the Depositor and Others 6 Section 3.05 The Depositor May Own Notes or Certificates 6 Section 3.06 Compliance with the FDIC Rule 7 ARTICLE IV MISCELLANEOUS PROVISIONS 7 Section 4.01 Amendment 7 Section 4.02 Protection of Title to Trust 8 Section 4.03 Notices 9 Section 4.04 GOVERNING LAW 9 Section 4.05 Severability of Provisions 10 Section 4.06 Assignment 10 Section 4.07 Third-Party Beneficiaries 10 Section 4.08 Separate Counterparts 10 Section 4.09 Headings and Cross-References 10 Section 4.10 Assignment to Indenture Trustee 10 Section 4.11 No Petition Covenants 11 Section 4.12 Limitation of Liability of Indenture Trustee and Owner Trustee 11 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step Receivables Assignment EXHIBIT C Additional Representations and Warranties APPENDIX A Definitions, Rules of Construction and Notices THIS TRUST SALE AGREEMENT is made as of May 30, 2012 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2012-3, a Delaware statutory trust (the “Issuing Entity”).
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Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Custody of Receivable Files 3 Section 2.03 Acceptance by Issuing Entity 3 Section 2.04 Representations and Warranties as to the Receivables 3 Section 2.05 Repurchase of Receivables Upon Breach of Warranty 3 Section 2.06 Realization Upon Liquidating Receivables 4 ARTICLE III THE DEPOSITOR 4 Section 3.01 Representations of Depositor 4 Section 3.02 Liability of Depositor 6 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Formation 6 Section 3.04 Limitation on Liability of Depositor and Others 7 Section 3.05 Depositor May Own Notes or Certificates 7
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 4 Section 3.01 Representations of the Depositor 4 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 6
Conveyance of Receivables Issuance of Securities. 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5
Conveyance of Receivables Issuance of Securities. 21 Section 2.1. Conveyance of Receivables......................................21 Section 2.2.
Conveyance of Receivables Issuance of Securities. . . 22 Section 2.1 Conveyance of Receivables . . . . . . . . . . . . . 23 Section 2.2
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Conveyance of Receivables Issuance of Securities. Section 2.1
Conveyance of Receivables Issuance of Securities 

Related to Conveyance of Receivables Issuance of Securities

  • Conveyance of Receivables (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of the Certificates and the net proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller set forth herein), all right, title and interest of the Seller in, to and under:

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Reconveyance of Receivables In the event that an Originator has paid to the Company the full Outstanding Balance of any Receivable pursuant to Section 3.3, the Company shall reconvey such Receivable to such Originator, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by the Company.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Conveyance of Mortgage Loans Original Issuance of Certificates Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

  • Issuance of Securities to Underwriters The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.

  • Performance of Obligations; Servicing of Receivables (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in each case as expressly provided in the Basic Documents.

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