Transaction Asset definition
Examples of Transaction Asset in a sentence
Each Term Sheet must contain detailed descriptions of the M&A Transaction, Asset Purchase, Plan Sponsor Investment and Plan (collectively, as applicable, the “Transaction”) that are the subject of such Term Sheet.
In the event the sale of a Transaction Asset is re-characterized as a loan, Seller hereby acknowledges that notwithstanding the fact that the obligations of Seller are secured by such Transaction Asset, all obligations of Seller hereunder are recourse obligations of Seller.
As such, Seller expressly acknowledges that the Transaction Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Seller or, if the relevant Transaction Asset is serviced by a Servicer, the Servicer in respect of that Transaction Asset.
No Transaction Asset sold or to be sold to Buyer hereunder was acquired by Seller from an Affiliate of Seller.
The location where Seller keeps its books and records, including all computer tapes and records relating to the Transaction Asset is its chief executive office.
Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files and the Transaction Assets, and shall provide Buyer with operating statements and occupancy reports (to the extent they are available after the exercise of commercially reasonable efforts by Seller to obtain same) for each Underlying Property relating to a Transaction Asset, as well as such other property-level information as Buyer may request.
Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Transaction Asset in the possession, or under the control, of Seller.
All Income in respect of the Transaction Assets, which may, except with respect to the Initial Transaction Asset, include payments in respect of associated Hedging Transactions, shall be deposited directly into, or, if applicable, remitted directly from the applicable underlying collection account to, the Collection Account.
Seller has all necessary licenses, permits and other consents from Governmental Authorities necessary to acquire, own and sell the Initial Transaction Asset and for the performance of its obligations under the Transaction Documents except where the failure to have any such license, permit or consent would not have a Material Adverse Effect.
In the event the related Transaction is recharacterized as a secured financing of the Transaction Asset, the provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all rights, title and interest of Seller in, to and under the Transaction Assets and Buyer shall have a valid, perfected first priority security interest in the Transaction Assets.