Common use of Transfer of 100% of Financial Assets; No Offset Clause in Contracts

Transfer of 100% of Financial Assets; No Offset. For the avoidance of doubt, on the terms and subject to the conditions set forth herein, (i) the Sellers are hereby selling to the Purchaser, and the Purchaser is hereby purchasing, 100% of the Sellers’ right, title and interest in the Purchased Assets (including, without limitation, 100% of the financial assets constituting the Pool Receivables), and accordingly (unless, notwithstanding the intent of the parties, such sale is not treated as a sale), the Sellers shall cease being creditors of the Obligors on the Pool Receivables and rather, the Purchaser shall be a creditor of such Obligors, and (ii) the Purchaser shall not offset the new Receivables acquired against the obligation to the Sellers to pay the Deferred Purchase Price.

Transfer of 100% of Financial Assets; No Offset. For the avoidance of doubt, on the terms and subject to the conditions set forth herein, (i) the Sellers are Seller is hereby selling to the Purchaser, and the Purchaser is hereby purchasing, 100% of the Sellers’ Seller’s right, title and interest in the Purchased Assets (including, without limitation, 100% of the financial assets constituting the Pool Receivables), and accordingly (unless, notwithstanding the intent of the parties, such sale is not treated as a sale), the Sellers Seller shall cease being creditors a creditor of the Obligors on the Pool Receivables and rather, the Purchaser shall be a creditor of such Obligors, and (ii) the Purchaser shall not offset the new Receivables acquired against the obligation to the Sellers Seller to pay the Deferred Purchase Price.