Common use of True Sales Clause in Contracts

True Sales. The Sellers and Xxxxx 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 Xxxxx Fargo, that provide Xxxxx Fargo with the full benefits and burdens of ownership of the Purchased Receivables. None of the Sellers nor Xxxxx Fargo intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo to any Seller. Each Seller and Xxxxx 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 Xxxxx Fargo. If, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx 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 Xxxxx 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 Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, Xxxxx 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. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and Buyer intend the transfer and conveyance transfers of Purchased Receivables hereunder to be true sales (or, with respect to Contributed Receivables, true conveyances) by the Sellers to Buyer that are absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, and that provide Xxxxx Fargo Buyer with the full benefits and burdens of ownership of the Purchased Receivables. None , and none of the Sellers nor Xxxxx Fargo Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo Buyer to any Seller. Each Seller ICP and Xxxxx Fargo shall treat ICPPC intend the transfers of Receivables by ICP to ICPPC to be true conveyances by ICP to ICPPC that are absolute and irrevocable and that provide ICPPC with the full benefits of ownership of such Receivables, and neither ICP nor ICPPC intends the transactions contemplated hereunder as true sales to be, or for all purposes under applicable law and accounting principlesany purpose to be characterized as, includingloans from ICPPC to ICP. It is, without limitationfurther, 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 not the intention of Buyer or any Seller will advise all persons inquiring about that the ownership conveyance of the Receivables sold Specified Assets by a Seller be deemed a grant of a security interest in the Specified Assets by such Seller that all to Buyer (or ICPPC, as the case may be) to secure a debt or other obligation of such Purchased Receivables have been sold to Xxxxx FargoSeller. IfHowever, in the event that, notwithstanding the intention intent of the parties expressed in parties, any Specified Assets are property of any Seller's estate, then (i) this Section 2.7Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the transfer and conveyance by any such Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, provided for in such event, this Agreement shall constitute be deemed to be a security agreement under grant by such Seller to Buyer (or ICPPC, as the UCC case may be) of, and other applicable law. For this purpose, each such Seller hereby grants Xxxxx Fargo to Buyer (or ICPPC, as the case may be), a perfected, first priority security interest in and to all of such Seller’s 's right, title and interest in, to and under the Specified Assets to secure (1) the rights of Buyer (or ICPPC, as the case may be) hereunder and (2) a loan by Buyer (or ICPPC, as the case may be) to such Seller in the amount of the related Purchase Price of the Purchased Receivables sold or purportedly Assets sold by such it or the Unpaid Balance of any Contributed Receivables and the Related Contributed Assets, as the case may be. Each Seller pursuant and Buyer shall, to the extent consistent with this Agreement, and all proceeds of any thereoftake such actions as may be necessary to ensure that, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event if this Agreement shall be characterized as were deemed to create a security agreementinterest in the Specified Assets, Xxxxx Fargo shall havesuch security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer (or ICPPC, in addition to as the rights case may be) under applicable law and remedies which it may have under will be maintained as such throughout the term of 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. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and Buyer intend the transfer and conveyance transfers of Purchased Receivables hereunder to be absolute and irrevocable true sales by the applicable Seller Sellers to Xxxxx Fargo, Buyer that are absolute and irrevocable and that provide Xxxxx Fargo Buyer with the full benefits and burdens of ownership of the Purchased Receivables. None , and none of the Sellers nor Xxxxx Fargo Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo Buyer to any Seller. Each It is, further, not the intention of Buyer or any Seller and Xxxxx Fargo shall treat that 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 conveyance of the Receivables sold Specified Assets by such Seller that all be deemed a grant of a security interest in the Specified Assets by such Purchased Receivables have been sold Seller to Xxxxx FargoBuyer to secure a debt or other obligation of such Seller. IfHowever, in the event that, notwithstanding the intention intent of the parties expressed in parties, any Specified Assets are property of any Seller's estate, then (i) this Section 2.7Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the transfer and conveyance by any such Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, provided for in such event, this Agreement shall constitute be deemed to be a security agreement under the UCC grant by such Seller to Buyer of, and other applicable law. For this purpose, each such Seller hereby grants Xxxxx Fargo to Buyer, a perfected, first priority security interest in and to all of such Seller’s 's right, title and interest in, to and under the Specified Assets to secure (1) the rights of Buyer hereunder and (2) a loan by Buyer to such Seller in the amount of the related Purchase Price of the Purchased Receivables sold or purportedly Assets sold by such it or the Unpaid Balance of any Contributed Receivables and the Related Contributed Assets, as the case may be. Each Seller pursuant and Buyer shall, to the extent consistent with this Agreement, and all proceeds of any thereoftake such actions as may be necessary to ensure that, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event if this Agreement shall be characterized as were deemed to create a security agreementinterest in the Specified Assets, Xxxxx Fargo shall have, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in addition to favor of Buyer under applicable law and will be maintained as such throughout the rights and remedies which it may have under term of 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. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and Buyer intend the transfer and conveyance transfers of Purchased Receivables Assets and Contributed Assets hereunder to be true sales or contributions to capital, respectively by the Sellers to Buyer that are absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, and that provide Xxxxx Fargo Buyer with the full benefits and burdens of ownership of the Purchased Receivables. None , and none of the Sellers nor Xxxxx Fargo Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo Buyer to any Seller. Each It is, further, not the intention of Buyer or any Seller and Xxxxx Fargo shall treat that 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 conveyance of the Receivables sold Specified Assets by such Seller that all be deemed a grant of a security interest in the Specified Assets by such Purchased Receivables have been sold Seller to Xxxxx FargoBuyer to secure a debt or other obligation of such Seller. IfHowever, in the event that, notwithstanding the intention intent of the parties expressed in parties, any Specified Assets are property of any Seller's estate, then (i) this Section 2.7Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the transfer and conveyance by any such Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, provided for in such event, this Agreement shall constitute be deemed to be a security agreement under the UCC grant by such Seller to Buyer of, and other applicable law. For this purpose, each such Seller hereby grants Xxxxx Fargo to Buyer, a perfected, first priority security interest in and to all of such Seller’s 's right, title and interest in, to and under the Specified Assets, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in the amount of the related Purchase Price of the Purchased Receivables sold or purportedly Assets sold by it or the Unpaid Balance of any Contributed Receivables and the related Contributed Assets, as the case may be and (3) without limiting the foregoing, the payment and performance of such Seller's obligations (whether monetary or otherwise) hereunder. Each Seller pursuant and Buyer shall, to the extent consistent with this Agreement, and all proceeds of any thereoftake such actions as may be necessary to ensure that, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event if this Agreement shall be characterized as were deemed to create a security agreementinterest in the Specified Assets, Xxxxx Fargo shall have, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in addition to favor of Buyer under applicable law and will be maintained as such throughout the rights and remedies which it may have under term of 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. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and Buyer intend the transfer and conveyance transfers of Purchased Receivables Assets and Contributed Assets hereunder to be true sales or contributions to capital, respectively, by the Sellers to Buyer that are absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, and that provide Xxxxx Fargo Buyer with the full benefits and burdens of ownership of the Purchased Receivables. None , and none of the Sellers nor Xxxxx Fargo Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo Buyer to any Seller. Each It is further, not the intention of Buyer or any Seller and Xxxxx Fargo shall treat that 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 conveyance of the Receivables sold Specified Assets by such Seller that all be deemed a grant of a security interest in the Specified Assets by such Purchased Receivables have been sold Seller to Xxxxx FargoBuyer to secure a debt or other obligation of such Seller. IfHowever, in the event that, notwithstanding the intention intent of the parties expressed in parties, any Specified Assets are property of any Seller’s estate, then (i) this Section 2.7Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the transfer and conveyance by any such Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, provided for in such event, this Agreement shall constitute be deemed to be a security agreement under the UCC grant by such Seller to Buyer of, and other applicable law. For this purpose, each such Seller hereby grants Xxxxx Fargo to Buyer, a perfected, first priority security interest in and to all of such Seller’s right, title and interest in, to and under the Specified Assets, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in the amount of the related Purchase Price of the Purchased Receivables sold or purportedly Assets sold by it, or the Unpaid Balance of any Contributed Receivables and the related Contributed Assets, as the case may be and (3) without limiting the foregoing, the payment and performance of such Seller’s obligations (whether monetary or otherwise) hereunder. Each Seller pursuant and Buyer shall, to the extent consistent with this Agreement, and all proceeds of any thereoftake such actions as may be necessary to ensure that, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event if this Agreement shall be characterized as were deemed to create a security agreementinterest in the Specified Assets, Xxxxx Fargo shall have, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in addition to favor of Buyer or under applicable law and will be maintained as such throughout the rights and remedies which it may have under term of 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. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and Purchaser intend the transfer transfers of Transferred Receivables, Related Security, and conveyance of Purchased Receivables Collections hereunder to be absolute conveyances by the Sellers to the Purchaser that are absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, and that provide Xxxxx Fargo the Purchaser with the full benefits and burdens of ownership of the Purchased Transferred Receivables. None , Related Security, and Collections and (other than for U.S. tax purposes as described below) none of the Sellers nor Xxxxx Fargo intends the Purchaser intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo the Purchaser to any Seller. Each Seller and Xxxxx Fargo shall treat Without limiting or otherwise affecting the preceding sentence, for U.S. tax purposes, the transactions contemplated by this Agreement and the Sale Agreement will be treated as a financing by Bombardier Motor. The parties agree that the foregoing sales as between Bombardier Motor and the Purchaser of Transferred Receivables constitute sales of “accounts” as described in the UCC and that this Agreement shall create a security interest in favor of the Purchaser as the purchaser of the Transferred Receivables, Related Security, and Collections of Bombardier Motor. Notwithstanding such intent, if the arrangements with respect to the Transferred Receivables, Related Security, and Collections hereunder as true sales between Bombardier Motor and the Purchaser are deemed for all purposes any purpose to constitute a loan and not a purchase and sale of such Transferred Receivables, Related Security and Collections, it is the intention of the parties hereto that this Agreement shall constitute as between Bombardier Motor and the Purchaser a security agreement under applicable law law, and accounting principlesBombardier Motor hereby grants to the Purchaser a first priority perfected security interest in all of Bombardier Motor’s right, title and interest, whether now owned or hereafter acquired by it, in, to and under the Transferred Receivables, Related Security, and Collections and all other proceeds thereof (other than proceeds paid or payable to, received or receivable by such Seller in consideration of the sale or transfer of such Transferred Receivables, Related Security and Collections to the Purchaser), to secure its obligations hereunder, including, without limitation, in their respective booksits obligation to remit to the Purchaser, recordsor its successors and assigns, computer files, tax returns (federal, state all Collections 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 other proceeds of the Transferred Receivables sold by such Seller that all such Purchased Receivables have been sold to Xxxxx Fargo. If, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx 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 Xxxxx 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 Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, Xxxxx 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 cumulativeRelated Security.

True Sales. The Sellers Seller and Xxxxx 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 Xxxxx Fargo, that provide Xxxxx Fargo with the full benefits and burdens of ownership of the Purchased Receivables. None of the Sellers Neither Seller nor Xxxxx Fargo intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo to any Seller. Each Seller and Xxxxx 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 state, local and localforeign), 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 Xxxxx FargoXxxxx. If, notwithstanding the intention of the parties expressed in this Section 2.72.6, the transfer and conveyance by any Seller to Xxxxx 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 Xxxxx Fargo a perfected, first priority security interest in (under New York law, and if the Seller is WFSE or WFSS, an equitable assignment under UK law or Singapore law, respectively, of) 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 Receivables, this Agreement, Agreement and all proceeds of any thereof, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, Xxxxx 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. Seller authorizes Xxxxx to file one or more appropriate UCC-1 financing statements in connection with the above.

True Sales. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and parties intend the transfer and conveyance transfers of Purchased Receivables Receivable Interests hereunder to be absolute conveyances by the Seller to the Investors that are absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, and that provide Xxxxx Fargo the Investors with the full benefits and burdens of ownership of the Purchased Receivables. None Receivable Interests, and the other property of Seller referred to in clauses (A), (B), (C) and (D) below and (other than for tax purposes) none of the Sellers nor Xxxxx Fargo intends parties intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo the Investors to any the Seller. Each Seller and Xxxxx Fargo shall treat Without limiting or otherwise affecting the preceding sentence, for tax purposes, the transactions hereunder contemplated by this Agreement and the Originator Purchase Agreement will be treated as true a financing by Bombardier Motor. The parties agree that the foregoing sales for all purposes under applicable law of Receivable Interests constitute sales of “accounts” as described in the UCC, and accounting principles, including, without limitation, that this Agreement shall create a security interest 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 favor of the Receivables sold by Investors as the purchasers of the Receivable Interests. Notwithstanding such Seller that all intent, if the arrangements with respect to the Receivable Interests hereunder are deemed for any purpose to constitute a loan and not a purchase and sale of such Purchased Receivables have been sold to Xxxxx Fargo. IfReceivable Interests, notwithstanding it is the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx 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, hereto that this Agreement shall constitute a security agreement under the UCC and other applicable law. For , and accordingly, as collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this purposeAgreement or any document delivered in connection with this Agreement in accordance with the terms thereof, each including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise (collectively, the “Secured Obligations”), the Seller hereby assigns to the Operating Agent for its benefit and the ratable benefit of the Investors, and hereby grants Xxxxx Fargo to the Operating Agent for its benefit and the ratable benefit of the Investors, a perfected, first priority security interest in in, all of such the Seller’s right, title and interest inin and to (A) the Originator Purchase Agreement and the Undertakings, including, without limitation, (i) all rights of the Seller to and receive moneys due or to become due under the Purchased Receivables sold or purportedly sold by such Seller pursuant to this Agreementthe Originator Purchase Agreement or the Undertakings, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertakings, (iii) all rights of the Seller to receive proceeds of any thereofinsurance, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreementindemnity, Xxxxx Fargo shall have, in addition warranty or guaranty with respect to the rights Originator Purchase Agreement or the Undertakings, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertakings, and (v) the right of the Seller to compel performance and otherwise exercise all remedies which it may have under this Agreementthereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections, including, without limitation, all accounts and chattel paper (as those terms are defined in the rights UCC), including undivided interests in any of the foregoing, (C) the Deposit Accounts and remedies provided (D) to a secured creditor under the UCC extent not included in the foregoing, all other proceeds of any and applicable law, which rights and remedies shall be cumulativeall of the foregoing.