Intent; Savings Clause Clause Samples
The Intent; Savings Clause clarifies the parties' intentions behind the agreement and ensures that if any part of the contract is found to be invalid or unenforceable, the remainder of the agreement will still be effective. Typically, this clause states that the invalidity of a specific provision does not affect the validity of the rest of the contract, and the parties will work to replace any problematic terms with ones that reflect their original intent as closely as possible. Its core function is to preserve the enforceability of the contract even if certain provisions are struck down, thereby preventing the entire agreement from being voided due to a single issue.
Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 2018-A Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 2018-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC.
Intent; Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale and assignment pursuant to Section 2.1 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Second-Tier Assets not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such sale and assignment is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor Grants, and the parties intend that the Depositor Grants, to the Issuer a security interest in the Second-Tier Assets and the performance by the Depositor of the obligation by the Depositor to pay to the Issuer all amounts received with respect to the 2014-A Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.
Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.04) of the Contributed Assets by Contributor to Contributee, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on any Contribution Date, Contributor will have no further interest (legal or equitable) in the Contributed Assets and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.01 for all purposes (including financial accounting purposes) as an absolute transfer on all relevant books, records, financial statements and other documents.
(b) If, notwithstanding Section 2.03(a), the transfer of the Contributed Assets on any Contribution Date pursuant to this Agreement is recharacterized by a court of competent jurisdiction or otherwise as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor intends that Contributee have a first priority perfected security interest in, and a lien on, the Contributed Assets to secure an obligation of Contributor to Contributee in an amount equal to the aggregate face value of the Contributed Assets plus accrued interest.
(c) Accordingly, if a Recharacterization Event occurs, Contributor shall be deemed to have granted, and Contributor does hereby grant, to Contributee a security interest in all of Contributor’s right title and interest in, to, and under the Contributed Assets, all books and records related thereto and the income and any proceeds resulting therefrom, and this Agreement shall be deemed to be a security agreement for such purpose.
(d) If a Recharacterization Event occurs, Contributee will have all of the rights and remedies of a secured party under the UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the UCC) and Contributor will have all the rights of a debtor granting a lien under the UCC (including the rights of a debtor granting a lien under Section 9-623).
(e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Ac...