Absolute Transfer. It is the intention of Seller to transfer absolute title of the Personal Property to Buyer, its successors and assigns, free of any equity of redemption by Seller or its successors and assigns
Absolute Transfer. It is the intention of the parties hereto that the conveyance of the Receivables and Related Rights by each Seller to the Company as provided in this Section 1.1 be, and be construed as, an absolute sale or assignment, without recourse, of such Receivables and Related Rights by such Seller to the Company. Furthermore, it is not intended that such conveyance be deemed a pledge of such Receivables and Related Rights by such Seller to the Company to secure a debt or other obligation of such Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 1.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a "security agreement" within the meaning of Article 9 of the UCC and such Seller hereby grants to the Company a "security interest" within the meaning of Article 9 of the UCC in all of such Seller's right, title and interest in and to such Receivables and Related Rights, now existing and hereafter created, to secure a loan in an amount equal to the aggregate Purchase Prices therefor and each of such Seller's other payment obligations under this Agreement.
Absolute Transfer. The parties hereto intend that each conveyance of each Seller’s right, title and interest in and to the Transferred Assets shall constitute an absolute transfer, conveying good title free and clear of any liens, claims, encumbrances or rights of others (other than the Conveyance pursuant to the Home Equity Loan Purchase Agreement) from such Seller to the Trustee, on behalf of the Trust, and that the Transferred Assets shall not be part of the applicable Seller’s estate in the event of the insolvency of such Seller or a conservatorship, receivership or similar event with respect thereto.
Absolute Transfer. The parties intend each Transaction to be treated as an absolute transfer, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Seller to Buyer. Seller shall have no risk of loss with respect to any Additional Loans sold to Buyer pursuant to this Supplemental Conveyance, and shall have no right or duty to repurchase any such Additional Loan. Each of Buyer and Seller hereby acknowledges that it intends (other than for Federal, state and local income tax purposes) the Transactions contemplated by this Supplemental Conveyance to be sales and purchases, respectively. If, notwithstanding such intentions, the Transactions contemplated hereby are recharacterized as a secured loan by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, the Seller hereby grants to the Buyer and the Trustee for the benefit of the Secured Parties (as defined in the Indenture) a security interest under Article 9 of the UCC in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, (a) each Additional Loan (the “Additional Transferred Property”) and all payments on or in respect of any of the foregoing and (b) all proceeds, accessions, profits, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the Additional Transferred Property (collectively, the “Additional Collateral”) as collateral security for the obligations of the Seller to Buyer hereunder. If the Transactions contemplated hereby are recharacterized as a secured loan, this Supplemental Conveyance shall constitute a security agreement under the laws of the State of New York and, in addition to any other rights available under this Supplemental Conveyance and under any of the Additional Collateral or otherwise available at law, the Trustee, acting on behalf of the Secured Parties, shall have all the rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the security interests granted hereby and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any Additional Collateral in accordance with the terms hereof at public or private sale.
Absolute Transfer. 1 14.1.4 Transfer as Security......................... 1 14.2
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.
Absolute Transfer. In connection with the transfer of Lessor's entire interest in this Lease Agreement (other than with respect to indemnities and third-party liability insurance, as provided herein) (an "Absolute Transfer"): -----------------
14.1.3.1 Lessor's obligations under this Lease Agreement and the other Operative Documents shall be assumed by the transferee or assignee (and thereupon the assigning Lessor shall be released from all of its obligations hereunder).
14.1.3.2 Lessor shall transfer (1) any cash constituting the Security Deposit or (2) the Letter of Credit to such transferee or assignee.
14.1.3.3 Lessee shall, immediately following such Absolute Transfer, incur no additional material obligations or additional material (over $1,000 in the aggregate) costs (financial or otherwise) hereunder or under any other Operative Document (unless Lessor agrees to indemnify Lessee therefor), provided that neither a change in the Person or Persons to whom, or for whose benefit, Lessee performs its obligations under the Operative Documents, nor an increase in the number of, or change in the nature of, beneficiaries under any indemnification, insurance or other obligation shall, in each case, constitute by itself or in the aggregate a material increase in the obligations of Lessee under the Operative Documents.
14.1.3.4 Such transferee or assignee shall make for the benefit of Lessee all of the Lessor's representations set forth herein. For a period of two years after such Absolute Transfer and at Frontier Lease Agreement (MSN 28760) Execution Copy -62- Lessee's cost, if any, Lessee will, upon Lessor's request, continue to name Lessor (and each other Indemnified Party and Airframe Manufacturer) as an additional insured under Lessee's airline and war-risk liability insurance described in Sections 11.1.1 and 11.1.3, provided that Lessee's obligations hereunder shall not exceed its obligation under Section 11.4 (as if the effective date of such sale or assignment were the last day of the Lease Term).
Absolute Transfer. In connection with the transfer of Lessor's entire interest in this Lease Agreement (other than as security and other than with respect to indemnities and third-party liability insurance) as provided herein (an "Absolute Transfer"):
14.1.3.1 Lessor's obligations under this Lease Agreement and the other Operative Documents shall be assumed by the transferee or assignee (and thereupon the assigning Lessor shall be released from all of its obligations hereunder).
14.1.3.2 Lessor shall transfer (1) any cash constituting the Security Deposit or (2) the Letter of Credit to such transferee or assignee.
14.1.3.3 (1) Lessee's rights under the Operative Documents shall not be materially adversely affected by such Absolute Transfer and (2) Lessee shall, as an immediate consequence of such Absolute Transfer, incur no additional material obligations or additional material (over $[ ]* in the aggregate) costs (financial or otherwise) hereunder or under any other Operative Document (unless Lessor agrees to indemnify Lessee therefor), provided that neither a change in the Person or Persons to whom, or for whose benefit, Lessee performs its obligations under the Operative Documents, nor an increase in the number of, or change in the nature of, beneficiaries under any indemnification, insurance or other obligation shall, in each case, constitute by itself or in the aggregate a material increase in the obligations of Lessee under the Operative Documents. Notwithstanding any provision to the contrary, Lessor agrees that the requirements of this Section 14.
Absolute Transfer. The parties hereto intend that the conveyance of the Originator's right, title and interest in and to the Transferred Assets shall constitute an absolute transfer, conveying good title free and clear of any liens, claims, encumbrances or rights of others (other than the Conveyance pursuant to the Purchase Agreement) from the Originator to the Owner Trustee and that the Transferred Assets shall not be part of the Originator's estate in the event of the insolvency of the Originator or a conservatorship, receivership or similar event with respect thereto.
Absolute Transfer. Each delivery of Qualified Securities to the Trustee is an absolute transfer of legal and beneficial ownership and not merely the granting of a security interest or a conditional transfer. Each delivery of Qualified Securities by Contractor to the Trustee will be a transfer of legal ownership of the Qualified Securities by Contractor to the Trustee for the exclusive benefit of Owner. Each delivery of Qualified Securities by Contractor to the Trustee shall be a transfer of beneficial ownership of the Qualified Securities by Contractor to the Owner.
