Transfer of the Conveyed Assets Clause Samples
Transfer of the Conveyed Assets. (a) Subject to the terms and conditions of this Agreement, Transferor hereby sells, transfers, assigns, and otherwise conveys to Transferee without recourse (but without limitation of its obligations in this Agreement), and Transferee hereby purchases, all right, title and interest of Transferor in and to the following described property (collectively, the “Conveyed Assets”):
(1) the Receivables and all moneys received thereon after the Cutoff Date;
(2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Transferor in such Financed Vehicles;
(3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;
(4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in such Dealer Agreement or Direct Lender Agreement;
(5) all rights under any Service Contracts on the related Financed Vehicles;
(6) the related Receivable Files;
(7) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter under the Purchase Agreement;
(8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement;
(9) all of the Transferor’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (1) through (9); and
(10) all proceeds and investments with respect to items (1) through (9). It is the intention of Transferor and Transferee that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Conveyed Assets from Transferor to Transferee.
(b) Simultaneously with the conveyance of the Conveyed Assets to the Transferee, the Transferee will issue the Holding Trust Certificate to the Transferor on the Closing Date, representing 100...
Transfer of the Conveyed Assets. (a) On the date hereof, the Seller hereby sells, conveys and transfers to the Issuer all of the Seller’s right, title and interest in, to and under the Conveyed Assets listed on Schedule 1 hereto (the “Initial Conveyed Assets”) for the purchase price equal to the aggregate fair market value thereof as reasonably determined by the Collateral Manager. The Conveyed Assets to be acquired by the Issuer on the Closing Date will be transferred to the Issuer from the Seller in exchange for cash from the net proceeds of the sale of the Notes sold to investors on the Closing Date. For the avoidance of doubt, with respect to each Conveyed Asset, the Issuer shall acquire all rights to payments thereon that accrue on and after the Transfer Date. The Issuer shall not acquire any rights to interest payments thereon that, as of the Transfer Date, are accrued but unpaid with respect to the period to but excluding the Transfer Date.
(b) Each of the Seller and the Issuer agrees and acknowledges that the Issuer may, as permitted hereunder and under the Indenture, acquire from the Seller additional Conveyed Assets, and may acquire substitute Conveyed Assets as set forth in Section 2.3 and the Indenture, for a purchase price determined by the Collateral Manager based on its internal credit review process and equal to the fair market value thereof on the date of acquisition thereof as reasonably determined by the Collateral Manager. To the extent the fair market value of such Conveyed Assets exceeds the amount of cash received by the Seller, such amount will be deemed a contribution to the Issuer by the Seller. The Conveyed Assets will be acquired, in each case, pursuant to this Agreement, the Master Participation Agreements (in the case of the Closing Date Participations) and one or more assignment agreements in the form specified in, or permitted by, the applicable Underlying Document having an effective date as specified in such assignment agreement without further amendment hereof. Upon the conveyance or substitution of any Conveyed Assets, the Issuer shall update Schedule 1 hereto. Notwithstanding any other provision of this Agreement, only the rights and obligations of the Seller as a lender under such Conveyed Assets are sold and transferred thereby. The sale and transfer of any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Issuer or any assignee of the Issuer (including the Trustee for the benefit of the Se...
Transfer of the Conveyed Assets. (a) Effective as of the 20__-_ Closing Date and immediately before the transactions contemplated by the 20__-_ Exchange Note Transfer Agreement, the Lender sells and assigns to the Depositor, without recourse, all right, title and interest of the Lender, whether now owned or hereunder acquired, in the following “Conveyed Assets”:
(i) the 20__-_ Exchange Note;
(ii) all of the Lender’s rights and benefits, as Exchange Noteholder of the 20__-_ Exchange Note under the 20__-_ Exchange Note, the Credit and Security Agreement, the 20__-_ Exchange Note Supplement and the 20__-_ Servicing Agreement; and
(iii) all proceeds, accounts, money, general intangibles, instruments, chattel paper, goods, investment property and other property consisting of, arising from or relating to the foregoing.
(b) In consideration for the Conveyed Assets, the Depositor will pay to the Lender an amount equal to the net proceeds of the sale of the Notes in cash by federal wire transfer on the 20__-_ Closing Date. The Depositor and the Lender each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Lender’s capital in the Depositor, is equal to the fair market value of the Conveyed Assets.
(c) The sale, transfer, assignment and conveyance of the Conveyed Assets pursuant to this Agreement is without recourse, and the Lender does not guarantee payment on the 20__-_ Exchange Note or collection of any underlying asset included in the 20__-_ Designated Pool.
Transfer of the Conveyed Assets