Covenant of the Seller and the Purchaser. The Seller and the Purchaser have structured this Agreement with the intention that each Purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes and each contribution of Receivables hereunder shall be treated as an absolute transfer of such Receivables by the Seller to the Purchaser for all purposes. The Seller and the Purchaser shall record each Purchase and contribution as a sale or purchase or capital contribution, as the case may be, on its books and records, and reflect each Purchase and contribution in its financial statements and tax returns as a sale or purchase or capital contribution, as the case may be. In the event that, contrary to the mutual intent of the Seller and the Purchaser, any Purchase or contribution of Receivables hereunder is not characterized as a sale or absolute transfer, the Seller shall, effective as of the date hereof, be deemed to have granted (and the Seller hereby does grant) to the Purchaser a first priority security interest in and to any and all Receivables, the Related Security and the proceeds thereof to secure the repayment of all amounts advanced to the Seller hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.
Covenant of the Seller and the Purchaser. (a) The Seller and the Purchaser have structured this Agreement with the intention that each Purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes and each contribution of Receivables hereunder shall be treated as an absolute transfer of such Receivables by the Seller to the Purchaser for all purposes other than U.S. federal income tax purposes. The Seller and the Purchaser shall record each Purchase and contribution as a sale or purchase or capital contribution, as the case may be, on its books and records, and reflect each Purchase and contribution in its financial statements as a sale or purchase or capital contribution, as the case may be.
Covenant of the Seller and the Purchaser. (a) The Seller and the Purchaser have structured this Agreement with the intention that each Purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes other than U.S. federal income tax purposes. The Seller and the Purchaser shall record each Purchase as a sale or purchase, as the case may be, on its books and records, and reflect each Purchase in its financial statements as a sale or purchase, as the case may be.
Covenant of the Seller and the Purchaser. The Seller and the Purchaser have structured this Agreement with the intention that each Purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes and each contribution of Receivables hereunder shall be treated as an absolute transfer of such Receivables by the Seller to the Purchaser for all purposes (except that, in accordance with applicable tax principles, each Purchase and contribution may be disregarded for tax purposes). The Seller and the Purchaser intend each transfer of the Transferred Receivables and the Related Security pursuant to this Agreement to be a true sale or a true conveyance by means of a contribution, as the case may be, by the Seller to the Purchaser, which is and will be absolute and irrevocable and that provides the Purchaser with the full benefits and risks of ownership of the Transferred Receivables and the Related Security. Neither the Seller nor the Purchaser intends the sales and contributions by the Seller to the Purchaser contemplated under this Agreement to be, or to be characterized for any purpose as, a secured or unsecured loan from the Purchaser to the Seller. Nor is it the parties’ intention that the conveyance of the Transferred Receivables and Related Security, any related rights and other property related thereto be deemed a grant of a security interest in the Transferred Receivables and Related Security by the Seller to the Purchaser pursuant to this Agreement as a sale or contribution, as the case may be, of those Transferred Receivables and the Related Security on their separate books and records. Although as a result of generally accepted accounting principles, for financial reporting purposes, the assets, liabilities, results of operations and cash flows of the Purchaser will be consolidated with those of EDS and its other consolidated subsidiaries in the consolidated financial statements of EDS and its consolidated subsidiaries and, as a result, the consolidated financial statements of EDS and its consolidated subsidiaries will continue to reflect the Transferred Receivables and the Related Security on the balance sheet of those consolidated financial statements, if the consolidation of the Purchaser with EDS and its other consolidated subsidiaries were not required by generally accepted accounting principles for financial reporting purposes, the Seller and the Purchaser acknowledge that such consolidated financial statements of EDS and its cons...
Covenant of the Seller and the Purchaser. Each of the Seller and the Purchaser shall comply with (and cause to be true and correct) (a) each of the facts and assumptions contained in the section captioned “Assumptions of Fact” of the non-substantive consolidation opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, and (b) each of the facts and assumptions in the section captioned “Facts and Assumptions” of the DST Systems, Inc. Transaction - True Sale opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, each delivered pursuant to Section 3.01(f)(i) .
Covenant of the Seller and the Purchaser. Each of the Seller and the Purchaser shall comply with (and cause to be true and correct) each of the facts and assumptions relevant to it contained in the portion of the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP (Re: Substantive Non-Consolidation) entitled "Assumptions of Fact" delivered pursuant to Section 3.01(f)(i).
Covenant of the Seller and the Purchaser. The Seller and the Purchaser have structured this Agreement with the intention that each purchase of Receivables hereunder be treated as a sale of such Receivables by the Seller to the Purchaser for all purposes. The Seller and the Purchaser shall record each purchase as a sale or purchase, as the case may be, on its books and records, and reflect each purchase in its financial statements and tax returns as a sale or purchase, as the case may be. In the event that, contrary to the mutual intent of the Seller and the Purchaser, any purchase of Receivables hereunder is not characterized as a sale, the Seller shall, effective as of the date hereof, be deemed to have granted (and each Seller hereby does grant) to the Purchaser a first priority security interest in and to any and all Receivables, all Related Security with respect to such Receivables and all Collections with respect thereto to secure the repayment of all amounts advanced to the Seller hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.
