True Sales Clause Samples

True Sales. (a) Each of COMPUCOM and the Buyer intend the transactions hereunder to constitute true sales (or in the case of Contributed Receivables, absolute conveyances in the form of capital contributions) of Receivables and the Related Rights by COMPUCOM to the Buyer providing the Buyer with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Buyer to COMPUCOM. (b) In the event (but only to the extent) that the conveyance of Receivables and Related Rights hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contribution, COMPUCOM shall be deemed hereunder to have granted to the Buyer, and COMPUCOM hereby grants to the Buyer, a security interest in all of COMPUCOM's right, title and interest in, to and under all of the Receivables and Related Rights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of COMPUCOM's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Buyer shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies -------------- available to the Buyer under this Agreement and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under applicable law.

True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator or seller which is an Affiliate of the Seller has been sold, transferred, conveyed and assigned to the Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan, and if so requested by the Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to the Buyer.

True Sales. The Sellers and ▇▇▇▇▇ Fargo have structured the transactions contemplated by this Agreement as a sale and intend the transfer and conveyance of Purchased Receivables hereunder to be absolute and irrevocable true sales by the applicable Seller to ▇▇▇▇▇ Fargo, that provide ▇▇▇▇▇ Fargo with the full benefits and burdens of ownership of the Purchased Receivables. None of the Sellers nor ▇▇▇▇▇ Fargo intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ▇▇▇▇▇ Fargo to any Seller. Each Seller and ▇▇▇▇▇ Fargo shall treat the transactions hereunder as true sales for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller will advise all persons inquiring about the ownership of the Receivables sold by such Seller that all such Purchased Receivables have been sold to ▇▇▇▇▇ Fargo. If, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to ▇▇▇▇▇ Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, in such event, this Agreement shall constitute a security agreement under the UCC and other applicable law. For this purpose, each Seller hereby grants ▇▇▇▇▇ Fargo a perfected, first priority security interest in all of such Seller’s right, title and interest in, to and under the Purchased Receivables sold or purportedly sold by such Seller pursuant to this Agreement, and all proceeds of any thereof, to secure the timely payment and performance by such Seller of all amounts owing to ▇▇▇▇▇ Fargo hereunder and any other obligations owing to ▇▇▇▇▇ Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, ▇▇▇▇▇ Fargo shall have, in addition to the rights and remedies which it may have under this Agreement, all the rights and remedies provided to a secured creditor under the UCC and applicable law, which rights and remedies shall be cumulative.

True Sales. For each Purchased Asset with respect to which the originator, issuer or prior owner is an Affiliate of Seller, any and all interest of such originator, issuer or prior owner has been sold, transferred, conveyed and assigned to Seller pursuant to a legal and true sale and such originator, issuer or prior owner retains no interest in such Purchased Asset, and if so requested by Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to Buyer.

True Sales. (a) Each of the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in the case of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtor. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contribution, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by it, whether now or hereafter owned, existing or arising. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under Applicable Law.

True Sales. The Originator and the Buyer intend the transfers of Cartus Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the Cartus Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the Cartus Purchased Assets.

True Sales. The Seller and ARSC intend the transfers of ARSC Purchased Assets hereunder to be true sales by the Seller to ARSC that are absolute and irrevocable and to provide ARSC with the full benefits of ownership of the ARSC Purchased Assets, and neither the Seller nor ARSC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ARSC to the Seller, secured by the ARSC Purchased Assets.

True Sales. The Originator and the Buyer intend the transfers of CMSC Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the CMSC Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the CMSC Purchased Assets.

True Sales. Seller and KBK acknowledge and agree that the sale of accounts contemplated and covered hereby are fully intended by the parties hereto as true sales governed by the provisions of Section 306.103 of the Texas Finance Code and Section 9.109(e) of the Texas Business and Commerce Code, as each may be amended from time to time, and, accordingly, legal and equitable title in all of Seller's accounts sold to and purchased by KBK from time to time hereunder will pass to KBK.