Transfers Intended as Sales Sample Clauses

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by Sections 2.1 and 2.2 of this Agreement shall constitute a sale of the Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller's right, title and interest in, to and under the Trust Property to the Trust for the benefit of the Securityholders and the Note Insurer and this Agreement shall constitute a security agreement under New York law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Issuer's security interest in the Trust Property.
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Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of a security interest in the property referred to in SECTION 2.1 and each Assignment to the Purchaser which security interest has been assigned to the Trustee, acting on behalf of the Noteholder.
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Transfers Intended as Sales. It is the intention of the Seller and the Debtor that each transfer and assignment contemplated by this Agreement and each Consumer Loans Assignment shall constitute an absolute and irrevocable sale of the Related Consumer Loans and Other Conveyed Property from the Seller to the Debtor (and not a loan or secured borrowing), free and clear of all liens and rights of others, and it is intended that the beneficial interest in and title to the Related Consumer Loans and Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a petition by or against the Seller under any bankruptcy or insolvency law. In the event that, notwithstanding the intent of the Seller and the Debtor, the transfer and assignment contemplated hereby or by any Consumer Loans Assignment is held not to be a sale, this Agreement and each Consumer Loans Assignment shall constitute a security agreement under applicable law and the Seller hereby grants to the Debtor a security interest in the Related Consumer Loans and Other Conveyed Property, which security interest has been ultimately assigned to the Lender pursuant to the Loan and Security Agreement.
Sample 1See All (4)
Transfers Intended as Sales. Each of the parties hereto expressly intends and agrees that the sale, transfer, conveyance, assignment, contribution and granting of the Purchased Assets contemplated and effected under this Purchase and Sale Agreement are complete and absolute sales rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. If, however, notwithstanding the express intent of the parties hereto, such sale, transfer, conveyance, assignment, contribution and granting are deemed to be a secured financing, this Purchase and Sale Agreement is a security agreement and the Parent hereby grants to the Issuer a security interest in all of the Parent’s right, title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired or arising, and wherever located: (a) the Purchased Assets; and (b) any and all additions and accessions to any of the foregoing, all substitutions and replacements therefor and all products and proceeds thereof, to secure the performance of all of the Parent’s obligations in connection with such secured financing. The sale, transfer, conveyance, assignment, contribution and granting of the Purchased Assets and the grant of the license under the Residual License Agreement shall be reflected on the Parent’s balance sheet and other financial statements and computer records as a sale of assets and a license to the Issuer consistent with GAAP. The sale, transfer, conveyance, assignment, contribution and granting by the Parent of the Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Parent, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Parent in connection with the sale, transfer, conveyance, assignment, contribution and granting by the Parent of the Purchased Assets hereunder are intended to provide a remedy for breach of representations and warranties relating to the condition of the assets sold, breach of the covenants in this Purchase and Sale Agreement or for other indemnified amounts (including Indemnified Amounts) set forth in Section 8.1 or Section 9.11, rather than to the collectibility of underlying indebtedness and other payment obligations.
Sample 1
Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by this Agreement shall constitute a sale of the related Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the related Receivables and other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in Section 2.1 and Section 2.2 for the benefit of the Noteholders and the Note Insurer.
Sample 1
Transfers Intended as Sales. (a) It is the intention of Seller and Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from Seller to Purchaser free and clear of all Liens and rights of others on a servicing-released basis and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a petition by or against Seller under any bankruptcy or insolvency law or any other commencement of an Insolvency Proceeding. In the event that, notwithstanding the intent of Seller and Purchaser, any transfer and assignment (or purported transfer and assignment) contemplated by this Agreement or any Assignment is held to constitute a secured financing, or otherwise is held not to constitute an absolute transfer and assignment of all of Seller’s right, title and interest in, to and under the applicable Conveyed Property, this Agreement and each Assignment shall constitute a security agreement under applicable law and Seller hereby grants to Purchaser a security interest in the Related Receivables and Other Conveyed Property, which security interest has been assigned to the Collateral Agent for the benefit of the Secured Parties.
Sample 1

Related to Transfers Intended as Sales

  • Transfers Intended as Sale; Security Interest (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • Transfers, etc (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

  • Transfers to QIBs The following provisions shall apply with respect to the registration of any proposed transfer of a Note constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Conditions on Permitted Transfers In the event a Holder proposes to sell or transfer a Note, the Company may, but shall not be required to, impose reasonable conditions on such sale or transfer including, but not limited, to: (i) Notes may be transferred only in whole units, i.e., fractions of Notes may not be transferred; (ii) the transferee shall agree in writing to be bound by this Revenue Sharing Agreement; (iii) the transferor shall provide the Company with an opinion of counsel, satisfactory in form and substance to the Company’s counsel, stating that the transfer is exempt from registration under the Securities Act of 1933 and other applicable securities laws; and (iv) the transferor and transferee shall together pay in advance for any reasonable expenses the Company expects to incur in connection with the transfer, including attorneys’ fees.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Transfers to Permitted Transferees Prior to the transfer of Units to a Permitted Transferee (other than a transfer in connection with or subsequent to a Sale of the Company), the Executive shall deliver to Investors a written agreement of the proposed transferee (a) evidencing such Person's undertaking to be bound by the terms of this Agreement and (b) acknowledging that the Units transferred to such Person will continue to be Units for purposes of this Agreement in the hands of such Person. Any transfer or attempted transfer of Units in violation of any provision of this Agreement or the Securityholders Agreement shall be void, and Investors shall not record such transfer on its books or treat any purported transferee of such Units as the owner of such Units for any purpose.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfers From Other Plans We can receive amounts transferred to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by the Code. In addition, we can accept rollovers of eligible rollover distributions from employer-sponsored retirement plans as permitted by the Code. We reserve the right not to accept any transfer.

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