Characterization of Transfers Sample Clauses

Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's right, title and interest in, to and under the Transferred Assets.
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Characterization of Transfers. The Parties [do] [do not] agree to the following: All transfers of Collateral under the Principal Agreements and hereunder are “transfers” “under” and “in connection with” “swap agreements”, or “margin payments” or “settlement payments” within the meaning of Title 11 of the United States Code (the “Bankruptcy Code”). All Collateral is held to margin, guarantee, secure and settle “swap agreements”, “forward contracts”, “securities contracts”, “repurchase agreements” and “commodity contracts” (as such terms are defined in the Bankruptcy Code) as part of a single integrated business relationship and arrangement.
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Characterization of Transfers. The parties hereto intend that each transfer of the Transferred Assets shall constitute a sale by each Seller to Buyer and not a loan by Buyer to a Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law and each Seller shall be deemed to have granted, and each Seller hereby grants, to Buyer a security interest in and to all of such Seller’s right, title and interest in, to and under the Transferred Assets.
Sample 1
Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller or any form of derivative transaction secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan or derivative transaction and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller’s right, title and interest in, to and under the Transferred Assets.
Sample 1
Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets shall constitute a sale by each Seller to Buyer and not a loan by Buyer to a Seller or any form of derivative transaction secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan or derivative transaction and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law and each Seller shall be deemed to have granted, and each Seller hereby grants, to Buyer a security interest in and to all of such Seller’s right, title and interest in, to and under the Transferred Assets.
Sample 1

Related to Characterization of Transfers

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Effect of Transfers Upon any Permitted Transfer, the transferee of the transferred Interest shall be entitled to receive the distributions and allocations to which the transferring Member would be entitled with respect to such transferred Interest, but shall not be entitled to exercise any of the other rights of a Member with respect to such transferred Interest, including, without limitation, the right to vote, unless and until such transferee is admitted to the Company as a Substituted Member pursuant to Section 9.5.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

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