Absolute Assignment Sample Clauses

Absolute Assignment. It is the intention of the Assignor and Assignee that this Agreement shall evidence a sale of the Receivables and other related property from the Assignor to the Assignee (for non- tax purposes) and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession or by a bankruptcy trustee in any insolvency, bankruptcy or other similar proceeding in respect of the Assignor under any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment be deemed a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have granted, and the Assignor hereby grants, to the Assignee a first priority security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Assignee and its assignees as security for the Assignor's obligations hereunder and the Assignor consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into by the Trust and the Indenture Trustee.

Absolute Assignment. It is the intention of the Seller and the Owner Trustee that each contribution, assignment and conveyance hereunder constitute an absolute assignment of the Trust Property from the Seller to the Owner Trustee. If, notwithstanding the express intention of the parties, this Agreement is deemed not to constitute an absolute assignment of the Trust Property from the Seller to the Owner Trustee, this Agreement shall be deemed to be a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Virginia and the State of Delaware and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Seller to the Owner Trustee of a valid first priority perfected security interest in all of the Seller's right, title and interest in and to the Trust Property.

Absolute Assignment. 3.1 IN CONSIDERATION of the above premises, the Assignor as beneficial owner HEREBY ASSIGNS ABSOLUTELY unto the Assignee the full and entire benefits and advantages of the Assignor's present and future rights, title, interests and the full and entire benefit in and to the Property vested in the Assignor by, under or pursuant to the Sale and Purchase Agreement and the Related Documents together with the right of enforcement thereof or thereunder, as security for the payment to the Assignee of the Indebtedness or any part thereof and any monies payable and covenanted to be paid by the Assignor to the Assignee under the Property Sale Agreement which the Assignee hereby accepts and PROVIDED ALWAYS and notwithstanding this Assignment, the Assignor shall and hereby undertakes to continue to observe, perform and be bound by all conditions, covenants and stipulations expressed and contained in the Sale and Purchase Agreement and the Related Documents assigned to the Assignee under this Assignment. The Assignor shall at all times hereafter save harmless and keep the Assignee indemnified against all actions, proceedings, damages, penalties, claims, demands, costs and expenses which may be brought or made against or incurred by the Assignee by reason or on account of the non-observance of all or any of the terms and conditions of the Sale and Purchase Agreement, the Related Documents and the Contract Document and/or Renovation Agreement on the part of the Assignor, and on the part of the Customer as contained in the Property Sale Agreement, the Related Documents and the Contract Document and/or Renovation Agreement and the Assignor shall promptly upon a demand being made by the Assignee pay to the Assignee all amounts so paid suffered or incurred by the Assignee. The Assignor shall further indemnify the Assignee against all claims, demands, action, fines, penalties and legal proceedings whatsoever made against or charged or imposed upon the Assignee by the Government or any local or other authority or any person or body or corporation whatsoever arising from or in connection with any act or omission done or omitted to be done by any person whomsoever in or in respect of or pertaining to the Property. 3.2 Upon full payment of the Indebtedness and all monies as aforesaid owing to the Assignee, the Assignee shall at the cost of the Assignor reassign to the Assignor the Property and all rights, interests and title under the Sale and Purchase Agreement and Related Documen...

Absolute Assignment. The Assignor has, subject to and in accordance with the terms and conditions of this Assignment, assigned and transferred unto the Assignee all of the Assignor's right, title and interest in and to Rents now or hereafter arising from (i) the Lease, any Other Lease or any Contract heretofore or hereafter made or agreed to by the Assignor and (ii) the Hanover Guarantee, it being intended to establish an absolute transfer and assignment, subject to and in accordance with the terms and conditions of this Assignment, of all such Rents, Guaranteed Obligations, the Lease, the Hanover Guarantee, the Other Leases and the Contracts to the Assignee and not merely to grant a security interest therein. Subject to the terms of the Lease and ▇▇▇▇▇▇'s rights thereunder, the Assignee (or its designee) may in the Assignor's name and stead operate the Equipment and rent, lease or let all or any portion of the Equipment to any party or parties at such rental and upon such terms as the Assignee (or its designee) shall, in its discretion, determine.

Absolute Assignment. It is the intention of the Transferor and the Purchaser that each assignment, transfer and conveyance hereunder constitute an absolute assignment of the Trust Property from the Transferor to the Purchaser. If, notwithstanding the express intention of the parties, this Agreement is deemed not to constitute a transfer, conveyance and assignment of the Trust Property from the Transferor to the Purchaser, this Agreement shall be deemed to be a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the State of Texas and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Transferor to the Purchaser of a valid first priority perfected security interest in all of the Transferor's right, title and interest in and to the Trust Property.

Absolute Assignment. Debtor absolutely and unconditionally assigns and transfers to Lender all Leases and Rents. The assignment of Rents and Lease herein is absolute, unconditional and immediately effective. This assignment does not collaterally transfer the Rents and Leases to Lender and does not only grant Lender a lien on the Rents and Leases; instead, this assignment absolutely vests title to the same in Lender and constitutes Lender as the owner of the Rents and Leases. So long as there exists no Event of Default, Debtor shall have and is hereby granted a revocable license by Lender to receive and collect all of the payments due under the Rents and Leases. Upon the occurrence of an Event of Default and after expiration of the applicable grace or cure period without the Event of Default being cured, the license shall, ipso facto, automatically terminate without the necessity that Lender gives Debtor any nature of notice or institute against Debtor any nature of legal proceedings or take any other action.

Absolute Assignment. Immediately prior to a Purchase hereunder, for accounting purposes, the Seller will treat all of the Receivables and Leased Vehicles as its own property, and will account for the purchase, assignment or transfer of any such Receivable or Leased Vehicle pursuant to this Agreement as a purchase or absolute assignment of its right, title and ownership interest in such Receivable or Leased Vehicle and the Seller has not in any other manner accounted for or treated the transactions under this Agreement, except that such transactions shall be treated as debt for tax purposes.

Absolute Assignment. Tenant shall, on or before the Commencement Date, execute and deliver to Landlord an absolute assignment of subleases and rents pursuant to which Tenant shall assign to Landlord, subject to a license to Tenant to retain so long as no Event of Default is continuing, all of Tenant's rights, title and interest in any subleases and assignments permitted under this Lease and the proceeds thereof.

Absolute Assignment. This Agreement constitutes an absolute and irrevocable assignment by way of capital contribution of the Devices and the Related Customer Leases to its Related Lessee.