Intent of Parties; Security Interest Sample Clauses

The "Intent of Parties; Security Interest" clause defines the mutual understanding between the parties regarding the creation and existence of a security interest in certain assets or property. Typically, this clause clarifies that both parties agree that one party is granting a security interest to the other, often as collateral for a loan or obligation, and may specify the types of assets covered or the conditions under which the security interest arises. Its core function is to ensure that both parties are aligned on the legal effect of their agreement, reducing ambiguity and helping to protect the secured party’s rights in the event of default or insolvency.
Intent of Parties; Security Interest. Purchaser and Seller confirm that the transactions contemplated herein are intended as purchases and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other purchase and sale of the related Purchased Assets, Seller shall be deemed to have hereby pledged to Purchaser as security for the performance by Seller of all of its obligations from time to time arising hereunder and under any and all Purchases effected pursuant thereto, and shall be deemed to have granted to Purchaser a security interest in, the related Purchased Assets and all distributions in respect thereof, and the proceeds of any and all of the foregoing whether now owned or hereafter acquired, (collectively, the "Collateral"). In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) Purchaser shall have all of the rights of a secured party with respect to the Collateral pursuant to applicable law and (iii) Seller shall execute all documents, including, but not limited to, financing statements under the Uniform Commercial Code as in effect in any applicable jurisdictions, as the Purchaser may reasonably require to effectively perfect and evidence Purchaser's first priority security interest in the Collateral. Seller also covenants not to pledge, assign or grant any security interest to any other party in any Mortgage Loan sold to Purchaser.
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Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,000, in which case, the Company shall be deemed to have granted a valid security interest) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns), (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreement, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,000. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transfer, assignment and conveyance of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.
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Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the registered holder of the related Participation Certificate. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section 741(7) of the Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Mortgage Loans, the custodial collection accounts and escrow accounts, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof), together with all related servicing rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), and any other payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that the foregoing relates to any Mortgage Loan; and any other assets relating...
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Intent of Parties; Security Interest. The parties hereto intend for this Lease to constitute a true lease for income tax purposes and for purposes of commercial law. In the event that for any reason this Lease shall not be construed to constitute a true lease and shall constitute a financing for commercial law or other purposes, the Lessee hereby grants to Lessor a first priority security interest in and to the Equipment and agrees to take such action at its expense as may be necessary, prudent or requested by Lessor to perfect and preserve the first priority perfected nature of the security interest intended to be granted hereby.
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Intent of Parties; Security Interest. It is the express intent of Purchaser and Seller that sale of the Participation Certificate by Seller to Buyer hereunder be, and be treated for all purposes as, a true sale by Seller of the Participation Certificate.
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Intent of Parties; Security Interest. From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement.
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Intent of Parties; Security Interest. Purchaser and Originator confirm that the transactions contemplated herein are intended as purchases and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other purchase and sale of the related Mortgage Loans, Originator shall be
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Intent of Parties; Security Interest. Purchaser and each Originator confirm that the transactions contemplated herein are intended as purchases and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other purchase and sale of the related Mortgage Loans, each Originator shall be deemed to have hereby pledged to Purchaser as security for the performance by each Originator of all of its obligations from time to time arising hereunder and under any and all Purchases effected pursuant thereto, and shall be deemed to have granted to Purchaser a security interest in, the related Mortgage Loans and all distributions in respect thereof,
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Intent of Parties; Security Interest. The Provider and the Purchaser confirm that the transactions contemplated by this Agreement are intended as purchases and sales rather than loans. In the event that, contrary to such intent, any purchase of Purchased Accounts is characterized as a loan and not a sale, the Provider will be deemed to have granted (as of the date of this Agreement), and the Provider does hereby grant, to the Purchaser a security interest in and to such Purchased Accounts, all items and amounts deposited and held from time to time in the Commercial Lockbox, the Government Lockbox, and the Collection Account, all rights of payment under the Purchased Accounts and the Contracts related thereto, and all proceeds thereof to secure all amounts to which the Purchaser is entitled hereunder. In such event this Agreement will be deemed to be a security agreement.
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Related to Intent of Parties; Security Interest

  • The Security Interests (a) In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, and to secure the performance of all of the obligations of the Company hereunder and under the other Loan Documents, the Company hereby pledges, hypothecates, assigns by way of security, transfers and grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in and to all right, title and interest of the Company in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) Accounts; (ii) Inventory; (iii) General Intangibles; (iv) Documents; (v) Instruments; (vi) Equipment; (vii) Investment Property; (viii) Deposit Accounts; (ix) The Collateral Account, all cash deposited therein from time to time, the Liquid Investments made pursuant to Section 5(e) and other monies and property of any kind of the Company in the possession or under the control of the Collateral Agent; (x) All books and records (including, without limitation, customer lists, marketing information, credit files, price lists, operating records, vendor and supplier price lists, sales literature, computer programs, printouts and other computer materials and records) of the Company pertaining to any of the Collateral; (xi) All Proceeds of, attachments or accessions to, or substitutions for, all or any of the Collateral described in clauses (i) through (x) hereof; PROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts. (b) The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the Collateral or any transaction in connection therewith. (c) Notwithstanding anything herein or in the other Loan Documents to the contrary, to the extent this Agreement or any other Security Document purports to grant to the Collateral Agent a Lien in any License held directly or indirectly by the Company, the Borrower or any of the Borrower's subsidiaries, now owned or hereafter acquired, the Collateral Agent shall only have a Lien in such Licenses at such times and to the extent that a Lien in such Licenses is permitted under applicable law; PROVIDED, that any such Lien shall to the extent permitted by applicable law be deemed effective as of the later of (i) the Effective Date or (ii) the date on which the Company was assigned, or acquired control over, the applicable License.

  • Grant of a Security Interest It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Certificate Account, the Distribution Account or, if established, the REO Account (each as defined in the Pooling and Servicing Agreement) whether in the form of cash, instruments, securities or other property; (iii) the assignment to the Trustee of the interest of the Purchaser as contemplated by Section 1 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform Commercial Code of the applicable jurisdiction; and (v) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from persons (other than the Trustee) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

  • Security Interest Matters The Servicer has in its possession all original copies of the motor vehicle retail installment sale contracts that constitute or evidence the Receivables. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Trust or the Indenture Trustee.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • The Security Agreement The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.