True Contribution Sample Clauses

True Contribution. Notwithstanding anything in this Section 2.07, the Borrower shall not, and the Servicer shall not on the Borrower’s behalf, purchase, sell or substitute any Loan Asset in contravention with the assumptions set forth in the legal opinion of (i) Xxxxxx & Xxxxxxx LLP, as special counsel to the Borrower, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and “true contribution” of the Loan Assets, and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., as special counsel to the Borrower, issued in connection with the Transaction Documents and relating to the issue of “true contribution” of the Loan Assets.
Sample 1Sample 2Sample 3See All (17)
AutoNDA by SimpleDocs
True Contribution. Title to each Receivable contributed, ----------------- assigned, conveyed and transferred hereunder will be vested in the Company as described in clauses (b) and (d) above, and such Receivables will not form part of the estate of the Contributor or relevant Originator upon a bankruptcy of the Contributor. The representations and warranties as of the date made set forth in this Section 4.02 shall survive the contribution, transfer, assignment and ------------ conveyance of the Receivables and other Receivable Assets to the Company. Upon discovery by a Responsible Officer of the Company or the Master Servicer or a Responsible Officer of the Contributor of a breach of any of the representations and warranties (or of any Receivable encompassed by the representation and warranty in subsection 4.02(c) not being an Eligible Receivable as of the ------------------ relevant Contribution Date), the party discovering such breach shall give prompt written notice to the other parties.
Sample 1Sample 2See All (4)
True Contribution. Notwithstanding anything in this Article VI, the Contributor shall not purchase or substitute any Contributed Portfolio in contravention with the assumptions set forth in the Non-Consolidation/True Contribution Opinions.
Sample 1Sample 2
True Contribution. Each Transferred Asset Conveyed hereunder shall have been Conveyed by the Transferor to the Transferee in a “true contribution”.
Sample 1Sample 2
True Contribution. 6.2 Each US Originator and the US Master Purchaser hereby acknowledge and agree that it is their mutual intent that (a) every transfer by way of capital contribution of US Receivables to the US Master Purchaser hereunder shall be an absolute, unconditional, “true” conveyance and sale and not a mere granting of a security interest to secure a loan to or from the US Master Purchaser, (b) such US Originator shall not retain any interest in the US Receivables after the contribution thereof hereunder and (c) the US Receivables originated by a US Originator shall not be subject to such US Originator's insolvency or part of its bankruptcy estate in the event any insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against such US Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of the transferor, such US Originator does hereby grant to the US Master Purchaser a security interest under Article 9 of the Uniform Commercial Code in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the US Receivables contributed by such US Originator, all Ancillary Rights, Invoice Files and Counterparty Files relating thereto and all proceeds of any and all of the foregoing (including proceeds that constitute property) and, to the extent not otherwise included, all (x) payments under insurance (whether or not the US Master Purchaser is the loss payee thereof), or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (y) cash, and this Agreement shall constitute a security agreement under applicable law, securing amounts owing by such US Originator to the US Master Purchaser hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto. Back to Contents Financing Statements
Sample 1
True Contribution. Title to each Contributed Receivable will be vested in the Company as contemplated in subsection 4.02(b) and subsection 4.02(d), and such Contributed Receivables will not form part of the estate of the Contributor or relevant Originator upon a bankruptcy of the Contributor. The representations and warranties as of the date made set forth in this Section 4.02 shall survive the contribution, transfer, assignment and conveyance of the Contributed Receivables to the Company. Upon discovery by a Responsible Officer of the Company or the Master Servicer or a Responsible Officer of the Contributor of a breach of any of the representations and warranties (or of any Contributed Receivable encompassed by the representation and warranty in subsection 4.02(c) not being an Eligible Receivable as of the relevant Contribution Date), the party discovering such breach shall give prompt written notice to the respective other parties.
Sample 1
True Contribution. Title to each Contributed Receivable will be vested in the Company as contemplated in subsection 4.02(b) and subsection 4.02(d), and such Contributed Receivables will not form part of the estate of the Contributor or the relevant Originator upon a bankruptcy of the Contributor or the relevant Originator.
Sample 1
AutoNDA by SimpleDocs

Related to True Contribution

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • DEFERRAL CONTRIBUTIONS The Advisory Committee will allocate to each Participant's Deferral Contributions Account the amount of Deferral Contributions the Employer makes to the Trust on behalf of the Participant. The Advisory Committee will make this allocation as of the last day of each Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects more frequent allocation dates for salary reduction contributions.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Qualified Nonelective Contributions If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant eligible for an allocation of that designated contribution, as specified in Section 3.04 of the Employer's Adoption Agreement. The Advisory Committee will make the allocation to each eligible Participant's Account in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year. The Advisory Committee will determine a Participant's Compensation in accordance with the general definition of Compensation under Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

  • Rollover Contributions Generally, a rollover is a movement of cash or assets from one retirement plan to another. If you are required to take minimum distributions because you are age 70½ or older, you may not roll over any required minimum distributions. Both the distribution and the rollover contribution are reportable when you file your income taxes. You must irrevocably elect to treat such contributions as rollovers. IRA-to-IRA Rollover: You may withdraw, tax free, all or a portion of your Traditional IRA if you contribute the amount withdrawn within 60 days from the date you receive the distribution into the same or another Traditional IRA as a rollover. To complete a rollover of a SIMPLE IRA distribution to your Traditional IRA, at least two years must have elapsed from the date on which you first participated in any SIMPLE IRA plan maintained by the employer, and you must contribute the distribution within 60 days from the date you receive it. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not on the date you complete the rollover transaction. If you roll over the entire amount of an IRA distribution (including any amount withheld for federal, state, or other income taxes that you did not receive), you do not have to report the distribution as taxable income. Any amount not properly rolled over within the 60-day period will generally be taxable in the year distributed (except for any amount that represents basis) and may be, if you are under age 59½, subject to the premature distribution penalty tax. Employer Retirement Plan-to-Traditional IRA Rollover (by Traditional IRA Owner): Eligible rollover distributions from qualifying employer retirement plans may be rolled over, directly or indirectly, to your Traditional IRA. Qualifying employer retirement plans include qualified plans (e.g., 401(k) plans or profit sharing plans), governmental 457(b) plans, 403(b) arrangements and 403(a) arrangements. Amounts that may not be rolled over to your Traditional IRA include any required minimum distributions, hardship distributions, any part of a series of substantially equal periodic payments, or distributions consisting of Xxxx 401(k) or Xxxx 403(b) assets. To complete a direct rollover from an employer plan to your Traditional IRA, you must generally instruct the plan administrator to send the distribution to your Traditional IRA Custodian. To complete an indirect rollover to your Traditional IRA, you must generally request that the plan administrator make a distribution directly to you. You typically have 60 days from the date you receive an eligible rollover distribution to complete an indirect rollover. Any amount not properly rolled over within the 60-day period will generally be taxable in the year distributed (except for any amount that represents after-tax contributions) and may be, if you are under age 59½, subject to the premature distribution penalty tax. If you choose the indirect rollover method, the plan administrator is typically required to withhold 20% of the eligible rollover distribution amount for purposes of federal income tax withholding. You may, however, make up the withheld amount out of pocket and roll over the full amount. If you do not make up the withheld amount out of pocket, the 20% withheld (and not rolled over) will be treated as a distribution, subject to applicable taxes and penalties. Conduit IRA: You may use your IRA as a conduit to temporarily hold amounts you receive in an eligible rollover distribution from an employer’s retirement plan. Should you combine or add other amounts (e.g., regular contributions) to your conduit IRA, you may lose the ability to subsequently roll these funds into another employer plan to take advantage of special tax rules available for certain qualified plan distribution amounts. Consult your tax advisor for additional information. Employer Retirement Plan-to-Traditional IRA Rollover (by Inherited Traditional IRA Owner): Please refer to the section of this document entitled “Inherited IRA”. Traditional IRA-to-Employer Retirement Plan Rollover: If your employer’s retirement plan accepts rollovers from IRAs, you may complete a direct or indirect rollover of your pre-tax assets in your Traditional IRA into your employer retirement plan. If you are required to take minimum distributions because you are age 70½ or older, you may not roll over any required minimum distributions. Rollover of Exxon Xxxxxx Settlement Income: Certain income received as an Exxon Xxxxxx qualified settlement may be rolled over to a Traditional IRA or another eligible retirement plan. The amount contributed cannot exceed the lesser of $100,000 (reduced by the amount of any qualified settlement income contributed to an eligible retirement plan in prior tax years) or the amount of qualified settlement income received during the tax year. Contributions for the year can be made until the due date for filing your return, not including extensions.

  • Employer Profit Sharing Contributions An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of any Employer Profit Sharing Contribution made pursuant to Section 11 of the Adoption Agreement after completing 1 (enter 0, 1, 2 or any fraction less than 2)

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Qualified Matching Contributions If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable):

  • Matching Contributions The Employer will make matching contributions in accordance with the formula(s) elected in Part II of this Adoption Agreement Section 3.01.

Time is Money Join Law Insider Premium to draft better contracts faster.