Common use of Acquisition and Sale Clause in Contracts

Acquisition and Sale. The Company hereby irrevocably grants, conveys, transfers and assigns to Participant, and Participant hereby irrevocably acquires and takes from the Company, the Participation Interest. It is the intention of the parties hereto that the conveyance of the Participation Interest as contemplated by this Agreement shall constitute a conveyance, transfer and assignment of that Participation Interest, including a beneficial interest in the Loans and the Loan Proceeds and any Acquired Collateral as and to the extent provided under New York Law, from the Company to Participant and that such Participation Interest (including such beneficial interest in the Loans and the Loan Proceeds and any Acquired Collateral) shall not be part of the Company’s estate, as determined pursuant to 11 U.S.C. § 541(d), as amended, in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy Law.

Acquisition and Sale. The Company hereby irrevocably grants, conveys, transfers and assigns to the Participant, and the Participant hereby irrevocably acquires and takes from the Company, the Participation Interest. It is the intention of the parties hereto that the conveyance of the Participation Interest as contemplated by this Agreement shall constitute a conveyance, transfer and assignment of that Participation Interest, including a beneficial interest in the Loans Loans, the Acquired Collateral and the Loan Proceeds and any Acquired Collateral Proceeds, as and to the extent provided under New York Law, from the Company to the Participant and that such Participation Interest (including such beneficial interest in the Loans Loans, the Acquired Collateral and the Loan Proceeds and any Acquired CollateralProceeds) shall not be part of the Company’s estate, as determined pursuant to 11 U.S.C. § 541(d), as amended, in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy Law.