Common use of Absolute Transfer Clause in Contracts

Absolute Transfer. It is the intention of the parties hereto that the transfer and assignment herein contemplated constitute a sale of the Membership Interests from the Seller to the Purchaser and that no interest in, or title to, the Membership Interests shall be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No portion of the Membership Interests has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser. The Seller owns the Membership Interests free and clear of all Liens, except for Permitted Liens. On the date hereof, immediately upon the sale hereunder, the Seller has contributed, transferred, sold and conveyed the Membership Interests to the Purchaser, free and clear of all Liens, except for Permitted Liens. There are no outstanding contracts, options, warrants, instruments, documents or agreements binding upon the Depositor or Issuer granting to any Person or group of Persons any right to purchase or acquire equity interests of any Land Lease Entity.