Acquisition of Underlying Assets Sample Clauses

Acquisition of Underlying Assets. The Guarantor has issued Participation Interests pursuant to the terms of the Participation Agreement to the Seller, and the Guarantor retains no beneficial or economic interests in such Underlying Assets.

Acquisition of Underlying Assets. (i) Each Underlying Asset was acquired and transferred on a legal true sale basis pursuant to a purchase agreement, (ii) each transferor received reasonably equivalent value in consideration for the transfer of such Underlying Asset, (iii) no such transfer was made for or on account of an antecedent debt owed by such transferor to Guarantor or Affiliate of Guarantor, and (iv) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code.

Acquisition of Underlying Assets. With respect to each Underlying Asset acquired by the Seller, the Depositor, or the HUD Purchaser, as applicable, from a Transferor and contributed to the Titling Trust, (a) such Underlying Asset was acquired and transferred on a legal true sale basis pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Underlying Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to the Titling Trust or an Affiliate of the Titling Trust, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, and (e) the representations and warranties made by such Transferor to the Seller, the Depositor, or the HUD Purchaser, as applicable, in such Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to Buyer on each date as of which they speak in such Purchase Agreement. The Titling Trust has issued Participation Interests to each of the Grantor Trust and the Pass-Through Trust in respect of certain Underlying Assets pursuant to the terms of the Participation Agreement, and the Titling Trust retains no beneficial or economic interests in such Underlying Assets. The issuance of the Participation Interests by the Titling Trust to the Grantor Trust and Pass-Through Trust was not for or on account of an antecedent debt owed by the Titling Trust to such Grantor Trust or Pass-Through Trust, and is not voidable or subject to avoidance under the Bankruptcy Code.

Acquisition of Underlying Assets. With respect to each Underlying Asset acquired by or on behalf of Guarantor from a third-party transferor (the Participation Interests in which have been transferred to the Seller), (i) such Underlying Asset was acquired and transferred on a legal true sale basis pursuant to a purchase agreement, (ii) such transferor received reasonably equivalent value in consideration for the transfer of such Underlying Asset, (iii) no such transfer was made for or on account of an antecedent debt owed by such transferor to Guarantor or Affiliate of Guarantor, and (iv) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code. The Guarantor has issued Participation Interests pursuant to the terms of the Participation Agreement to the Seller, and the Guarantor retains no beneficial or economic interests in such Underlying Assets. The issuance of Participation Interests by the Guarantor to the Seller was not for or on account of an antecedent debt owed by the Guarantor to the Seller and is not voidable or subject to avoidance under the Bankruptcy Code.