Characterization as a Purchase and Sale; Recharacterization Clause Samples

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Characterization as a Purchase and Sale; Recharacterization. (i) It is the intention of the parties to this Agreement that the transfer and conveyance of each Seller’s right, title and interest in, to and under each Asset Portfolio to the Collateral Agent (for the benefit of the Purchasers) pursuant to this Agreement shall constitute a purchase and sale and not a pledge for security, and such purchase and sale of the Asset Portfolios to the Collateral Agent (for the benefit of the Purchasers) hereunder shall be treated as a sale for all purposes (except for financial accounting purposes and except as may be permitted for tax purposes as provided in Section 1.2(d)(ii)). The provisions of this Agreement and the other Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the transfer and conveyance of any Asset Portfolio to the Collateral Agent (for the benefit of the Purchasers) is characterized by any bankruptcy trustee or any other Person as a pledge and not a sale, the parties intend that each Seller shall be deemed hereunder to have granted, and each Seller does hereby grant, to the Collateral Agent (for the benefit of the Purchasers) a security interest in and general lien on all of such Seller’s right, title, and interest now or hereafter existing in, to and under all of such Seller’s assets, whether now owned or hereafter acquired, and wherever located (whether or not in the possession or control of such Seller), including all of such Seller’s right, title and interest in, to and under such Asset Portfolio; provided that no Seller hereby pledges or otherwise grants a security interest in the Lease Contracts or the Lease Devices. For the avoidance of doubt, (x) the foregoing is in addition to, and shall not be construed to limit, Section 9.1 or the Sellers’ grants of security interests thereunder, and (y) the foregoing shall not derogate from any right the Collateral Agent, the Administrative Agent, the Purchasers or the Purchaser Agents may have (under Applicable Law or otherwise) to seek or obtain a Lien on any Lease Contract or Lease Device now owned or hereafter acquired by any Seller. For the avoidance of doubt, the foregoing shall not be construed to require any party hereto to characterize the transfer and conveyance of any Receivables hereunder as a sale for financial accounting purposes.
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Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall constitute a purchase and sale and not a pledge. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the conveyance of the Asset Interest to Administrative Agent (on behalf of Purchasers) is characterized by any Governmental Authority, bankruptcy trustee or any other Person as a pledge, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s obligations hereunder in the Asset Interest as provided in Section 9.1 hereof. Such security interest shall be, and the Seller and the Master Servicer shall cause it to be, a first priority perfected security interest. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a “Security” under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.
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Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.
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Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Portfolio to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall constitute a purchase and sale and not a pledge, and such purchase and sale of the Asset Portfolio to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a sale for all purposes other than U.S. federal, state and local income and franchise tax purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the conveyance of the Asset Portfolio to Administrative Agent (on behalf of Purchasers) is characterized by any Governmental Authority, bankruptcy trustee or any other Person as a pledge, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s obligations hereunder in the Asset Portfolio as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.
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Characterization as a Purchase and Sale; Recharacterization. (i) IT IS THE INTENTION OF THE PARTIES TO THIS AGREEMENT THAT THE TRANSFER AND CONVEYANCE OF THE SELLER’S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE RECEIVABLE POOL AND RELATED ASSETS TO THE COLLATERAL AGENT (FOR THE BENEFIT OF THE PURCHASERS) PURSUANT TO THIS AGREEMENT SHALL CONSTITUTE A PURCHASE AND SALE AND NOT A PLEDGE FOR SECURITY, AND SUCH PURCHASE AND SALE OF THE RECEIVABLE POOL AND RELATED ASSETS TO THE COLLATERAL AGENT (FOR THE BENEFIT OF THE PURCHASERS) HEREUNDER SHALL BE TREATED AS A SALE FOR ALL PURPOSES (EXCEPT FOR FINANCIAL ACCOUNTING PURPOSES AND EXCEPT AS MAY BE PERMITTED FOR TAX PURPOSES AS PROVIDED IN SECTION 1.2(D)(II)). THE PROVISIONS OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE CONSTRUED TO FURTHER THESE INTENTIONS OF THE PARTIES. IF, NOTWITHSTANDING THE FOREGOING, THE TRANSFER AND CONVEYANCE OF THE RECEIVABLE POOL AND RELATED ASSETS TO THE COLLATERAL AGENT (FOR THE BENEFIT OF THE PURCHASERS) SK 28677 0004 8494650 v112 IS CHARACTERIZED BY ANY BANKRUPTCY TRUSTEE OR ANY OTHER PERSON AS A PLEDGE AND NOT A SALE, THE PARTIES INTEND THAT THE SELLER SHALL BE DEEMED HEREUNDER TO HAVE GRANTED, AND THE SELLER DOES HEREBY GRANT, TO THE COLLATERAL AGENT (FOR THE BENEFIT OF THE PURCHASERS) A SECURITY INTEREST IN AND GENERAL LIEN ON ALL OF THE SELLER’S RIGHT, TITLE, AND INTEREST NOW OR HEREAFTER EXISTING IN, TO AND UNDER ALL OF THE SELLER’S ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND WHEREVER LOCATED (WHETHER OR NOT IN THE POSSESSION OR CONTROL OF THE SELLER), INCLUDING ALL OF THE SELLER’S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE RECEIVABLE POOL AND THE RELATED ASSETS IN RESPECT THEREOF. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SHALL NOT BE CONSTRUED TO REQUIRE ANY PARTY HERETO TO CHARACTERIZE THE TRANSFER AND CONVEYANCE OF ANY RECEIVABLES HEREUNDER AS A SALE FOR FINANCIAL ACCOUNTING PURPOSES. EACH OF THE PARTIES HERETO FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PURCHASES BY THE PURCHASERS HEREUNDER, REGARDLESS OF THE INTENDED TRUE SALE NATURE OF THE OVERALL TRANSACTION, ARE FINANCIAL ACCOMMODATIONS (WITHIN THE MEANING OF SECTION 365(C)(2) OF THE BANKRUPTCY CODE TO OR FOR THE BENEFIT OF THE SELLER. FOR THE AVOIDANCE OF DOUBT, THE RECEIVABLES AND RELATED ASSETS PURCHASED BY THE COLLATERAL AGENT ON BEHALF OF THE PARTICIPATING PURCHASERS ON A PURCHASE DATE, INCLUDES THE RIGHT TO RECEIVE ALL COLLECTIONS AND OTHER PROCEEDS PAYABLE OR RECEIVED BY THE SELLER IN RESPECT OF SUCH RECEIVABLES ON AND AFTER THE CUT-O...
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Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Portfolio to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall constitute a purchase and sale and not a pledge, and such purchase and sale of the Asset Portfolio to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a sale for all purposes other than U.S. federal, state and local income and franchise tax purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the conveyance of the Asset Portfolio to Administrative Agent (on behalf of Purchasers) is characterized by any Governmental Authority, bankruptcy trustee or any other Person as a pledge, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s obligations hereunder in the Asset Portfolio as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.
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Related to Characterization as a Purchase and Sale; Recharacterization

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Nine Hundred Ninety Nine Thousand Dollars ($999,000) shall be attributable to the Debenture A and One Thousand Dollars ($1,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as Exhibit A-1 and Exhibit A-2. (b) The Purchase Price shall be paid and attributable as follows: (i) for the Debenture A, cash in the amount of Nine Hundred Ninety Nine Thousand Dollars ($999,000); and (ii) for the Debenture B, cash in the amount of One Thousand Dollars ($1,000).

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.