Deemed Release Sample Clauses
A deemed-release clause establishes that certain obligations, claims, or liabilities are considered automatically released or discharged under specified conditions, even if no formal release document is executed. In practice, this clause might apply when a party fails to raise a claim or objection within a set timeframe, resulting in the automatic waiver of their rights regarding that issue. The core function of a deemed-release clause is to provide finality and certainty by preventing parties from bringing up old claims after a reasonable period, thereby streamlining dispute resolution and reducing lingering liabilities.
POPULAR SAMPLE Copied 4 times
Deemed Release. The Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
(i) each Receivable and all proceeds of the Receivable sold by the Issuer under Section 3.4(c) of the Receivables Purchase Agreement or Section 2.5(c) or 3.3(f) of the Sale and Servicing Agreement, effective when the Receivable is deemed sold and assigned by the Issuer under the applicable Section;
(ii) each Receivable (but not in the proceeds of the sale or disposition of the Receivable or the related Financed Vehicle) sold by the Issuer under Section 3.4 of the Sale and Servicing Agreement, effective when the Receivable is deemed sold and assigned by the Issuer under the applicable Section; and
(iii) each Financed Vehicle relating to a Liquidated Receivable (but not in the proceeds of the sale or disposition of the Financed Vehicle), effective immediately before the sale or disposition of the Financed Vehicle.
Deemed Release. The Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
(i) each Lease and Leased Vehicle and all proceeds of the Lease and Leased Vehicle reallocated to the Revolving Facility Pool under Section 3.4(c) of the Exchange Note Purchase Agreement, Section 3.3(c) of the Exchange Note Sale Agreement or Section 3.3(f) of the Servicing Supplement, effective when the Lease and Leased Vehicle is deemed reallocated to the Revolving Facility Pool under the applicable Section;
(ii) each Lease and Leased Vehicle (but not the proceeds of the sale or disposition of the Lease and Leased Vehicle) sold by the related Titling Company under Section 4.2 of the Servicing Agreement, effective when the Lease and Leased Vehicle is deemed sold and assigned by the Titling Company under that Section; and
(iii) each Leased Vehicle (and the proceeds of the sale or disposition of the Leased Vehicle released according to Section 3.3(b) of the Credit and Security Agreement and Section 4.2(d) of the Servicing Agreement) sold by the Servicer under Section 4.2 of the Servicing Agreement, effective when the Leased Vehicle is deemed sold and assigned by the related Titling Company under that Section.
Deemed Release. The Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner by its acceptance of a Note or an interest or participation in a Note acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
(i) each Receivable and all proceeds of the Receivable sold by the Issuer under Section 3.4(c) of the Originator Receivables Transfer Agreement, Section 3.4(c) of the Master Trust Receivables Transfer Agreement or Section 2.5 or 3.3(e) of the Transfer and Servicing Agreement, effective when the Receivable is deemed sold and assigned by the Issuer under the applicable Section; and
(ii) each Receivable sold by the Servicer under Section 3.4 of the Transfer and Servicing Agreement, effective when the Receivable is deemed sold by the Servicer.
Deemed Release. To facilitate the Servicer’s servicing of the Receivables under the Sale and Servicing Agreement, the Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner by its acceptance of a Note or an interest or participation in a Note acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
(i) each Receivable and all proceeds of the Receivable, effective on the date on which a Purchase Amount for the Receivable is deposited into the Collection Account; and
(ii) each Receivable and all proceeds of the Receivable and the rights of Ford Credit (individually or as Servicer) under any contract or agreement for the sale of the Receivable under Section 3.4 of the Sale and Servicing Agreement, effective immediately prior to the date of the contract or agreement; (provided that the Servicer will receive and apply all proceeds of the sale according to Section 3.4 of the Sale and Servicing Agreement); and
(iii) each Receivable and all proceeds of the Receivable, effective upon the date the Receivable becomes a Liquidated Receivable and the proceeds of a sale by auction or other disposition of the related Financed Vehicle have been received and applied.
Deemed Release. The Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner, by its acceptance of a Note or an interest or participation in a Note, acknowledges that the Indenture Trustee will release Liens and other rights and interests it possesses, without further action of the parties, in, to and under:
(i) each Lease and Leased Vehicle and all proceeds of the Lease and Leased Vehicle reallocated to the Revolving Facility Pool under Section 3.4(c) of the Exchange Note Purchase Agreement, Section 3.3(c) of the Exchange Note Sale Agreement or Section 3.3(f) of the Servicing Supplement, effective when the Lease and Leased Vehicle is deemed reallocated to the Revolving Facility Pool under the applicable Section;
(ii) each Lease and Leased Vehicle (but not the proceeds of the sale or disposition of the Lease and Leased Vehicle) sold by the related Titling Company under