Common use of Purchase and Sale of Interest Clause in Contracts

Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement, the Initial Purchase Agreement, the Secondary Purchase Agreement, the Deposit Account Control Agreement, all amendments and waivers to any of the foregoing and all other agreements and documents delivered and/or related hereto or thereto (collectively, the “Transaction Documents”) as of the date hereof equal to the percentage interest (the “Percentage”) specified on the signature page hereto of all outstanding rights and obligations under the Transaction Documents. After giving effect to such sale and assignment (and any other sales and assignments by the Assignor which are effective concurrently), the Bank Commitment of the Assignor and the Assignee and the amount of the Capital held by the Assignor and the Assignee will be as set forth in Section 2 of the signature pages hereto. As of the Effective Date, the Assignee shall [become/replace the Assignor as] [a/the] Bank [and Agent] under the Transaction Documents. As consideration for the sale and assignment contemplated in this Section 1, the Assignee shall pay to the Assignor on the Effective Date (as hereinafter defined) in immediately available funds an amount equal to $_________, representing the purchase price payable by the Assignee for the interests in the outstanding Receivable Interests sold and assigned to the Assignee under this Section 1.

Appears in 1 contract

Sources: Receivables Purchase Agreement (DST Systems Inc)

Purchase and Sale of Interest. The Assignor Departing Committed Lender hereby sells and assigns to the AssigneeAssignee Committed Lender, and the Assignee Committed Lender hereby purchases and assumes from the AssignorDeparting Committed Lender, an interest in and to all of the Assignor’s Departing Committed Lender’ rights and obligations under the Agreement, the Initial Purchase Agreement, the Secondary Purchase Agreement, the Deposit Account Control Agreement, all amendments and waivers to any of the foregoing and all other agreements and documents delivered and/or related hereto or thereto (collectively, the “Transaction Documents”) Receivables Loan Agreement as of the date hereof (including its Commitment and all Loans, if any, or interests therein held by it) equal to the percentage interest (the “Percentage”) interest specified on the signature page hereto of all outstanding rights and obligations under the Transaction DocumentsExhibit E hereto. After giving effect to such sale and assignment (and any other sales and assignments by the Assignor which are effective concurrently)assignment, the Bank Assignee Committed ▇▇▇▇▇▇’s Commitment of the Assignor and the Assignee and the amount of the Capital held by the Assignor and the Assignee will be as set forth in Section 2 of the signature pages on Exhibit E hereto. As of the Effective Date, the Assignee shall [become/replace the Assignor as] [a/the] Bank [and Agent] under the Transaction Documents. As consideration for the sale and assignment contemplated in this Section 111, the Assignee Committed Lender shall pay to the Assignor Departing Committed Lender on the Effective Date (as hereinafter defined) date hereof, in immediately available funds an amount equal to $_________29,000,000, representing the purchase price payable by the Assignee Committed Lender for the interests in the outstanding Receivable Interests transferred interest sold and assigned to the Assignee Committed Lender under this Section 111.

Appears in 1 contract

Sources: Receivables Loan Agreement, Sale and Contribution Agreement, Master Transfer Agreement, Custody Agreement (Hilton Grand Vacations Inc.)