Covenant of the Sellers and the Purchaser. The Sellers 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 applicable Seller to the Purchaser for all purposes and each contribution of Receivables by the Herc Seller hereunder shall be treated as an absolute transfer of such Receivables by the Herc Seller to the Purchaser for all purposes (except that, in accordance with applicable tax principles, each purchase and contribution shall be ignored for tax reporting purposes). The Sellers and the Purchaser shall record each Purchase and, solely with respect to the Herc Seller, each contribution as a sale or purchase or capital contribution, as the case may be, on its books and records, and reflect each Purchase and, solely with respect to the Herc Seller, each contribution in its financial statements as a sale or purchase or capital contribution, as the case may be. In the event that, contrary to the mutual intent of the Sellers and the Purchaser, any Purchase or contribution of Receivables hereunder is not characterized as a sale or absolute transfer, the applicable Seller shall, effective as of the date hereof, be deemed to have granted (and such Seller hereby does grant) to the Purchaser a first priority security interest in and to any and all Receivables, the Related Security and the Collections and other proceeds thereof to secure the repayment of all amounts advanced to Sellers hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.
Covenant of the Sellers and the Purchaser. The Sellers 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 Sellers to the Purchaser for all purposes. The Sellers and the Purchaser shall record each Purchase as a sale or purchase, as the case may be, on its books and records, and reflect, to the extent required or permitted by applicable law and/or accounting rules, 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 Sellers and the Purchasers, any Purchase of Receivables hereunder is not characterized as a sale, the Sellers shall, effective as of the date hereof, be deemed to have granted (and the Sellers hereby do grant) to the Purchaser a first priority security interest in and to any and all Purchased Receivables, Related Security and the proceeds thereof to secure the repayment of all amounts advanced to the Sellers hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.
Covenant of the Sellers and the Purchaser. Each Seller and the Purchaser have structured this Agreement with the intention that each Purchase of Receivables hereunder be treated as a sale of all of such Seller’s right, title and interest in, to and under such Receivables by such Seller to the Purchaser for all purposes and each contribution of Receivables by the U.S. Seller hereunder shall be treated as an absolute transfer of all of the U.S. Seller’s right, title and interest in, to and under such Receivables by the U.S. Seller to the Purchaser for all purposes. Each 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 Sellers and the Purchaser, any Purchase or contribution of Receivables hereunder is not characterized as a sale or absolute transfer, each 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, the Related Security and the Collections and other proceeds thereof to secure the repayment of all amounts advanced to such Seller hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement.
Covenant of the Sellers and the Purchaser. (a) The Sellers 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 Sellers to the Purchaser for all purposes and each contribution of Receivables hereunder shall be treated as an absolute transfer of such Receivables by the Sellers to the Purchaser for all purposes other than U.S. federal income tax purposes. Each 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 Sellers 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, Mxxxxxx & Fxxx, LLP (Re: True-Sale) entitled “Facts and Assumptions” delivered pursuant to Section 3.01(f)(i) .
