Intent and Characterization Sample Clauses
The "Intent and Characterization" clause defines the underlying purpose and legal nature of the agreement or specific provisions within it. This clause clarifies how the parties intend the contract to be interpreted, such as whether a relationship is that of independent contractors or a partnership, and may specify that certain terms should not be construed as creating unintended obligations. By explicitly stating the parties' intentions and the characterization of their relationship, this clause helps prevent misunderstandings and legal disputes over the interpretation or classification of the agreement.
Intent and Characterization. (a) Seller and Purchaser intend that the sale of the Current Excess Servicing Spread pursuant to this Agreement constitutes a valid sale of such Current Excess Servicing Spread from Seller to Purchaser, conveying good title thereto free and clear of any Lien other than Permitted Liens, and that the beneficial interest in and title to the Current Excess Servicing Spread not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the Current Excess Servicing Spread as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller.
(b) In the event (but only in the event) that the conveyance of the Current Excess Servicing Spread is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Current Excess Servicing Spread and all proceeds thereof as security for a loan in an amount equal to the Purchase Price.
Intent and Characterization. (a) Seller and Purchaser intend that the sale of the Current Excess Servicing Spread pursuant to this Agreement constitutes a valid sale of such Current Excess Servicing Spread from Seller to Purchaser, conveying good title thereto free and clear of any Lien, and that the beneficial interest in and title to the Current Excess Servicing Spread not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the Current Excess Servicing Spread as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller.
(b) In the event (but only in the event) that the conveyance of the Current Excess Servicing Spread is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Current Excess Servicing Spread and all proceeds thereof as security for a loan in an amount equal to the Purchase Price.
Intent and Characterization. (a) Seller and Purchaser intend that the sale of the applicable Sold Percentages of the Excess MSRs pursuant to this Agreement constitutes a valid sale of such percentages of the Excess MSRs from Seller to Purchaser, conveying good title thereto free and clear of any Lien other than Permitted Liens, and that the beneficial interest in and title to the applicable Sold Percentages of the Excess MSRs not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the applicable Sold Percentages of the Excess MSRs as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. In the case of the applicable Sold Percentage of the Excess MSR with respect to a New Mortgage Loan, Seller and Purchaser intend that, solely for income tax purposes, the sale and assignment shall occur as of the Refinancing Date of the related Refinanced Mortgage Loan. Seller and Purchaser intend that, for income tax purposes, the replacement of the applicable Sold Percentage of the Excess MSR with respect to a Refinanced Mortgage Loan with the applicable Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans pursuant to Article III shall be treated as a sale of the applicable Sold Percentage of the Excess MSR with respect to the Refinanced Mortgage Loan in exchange for the applicable Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans (or payment in cash of the Make Whole Amount in lieu thereof pursuant to Section 3.02(c). Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller.
(b) The Parties hereto shall treat the Excess MSRs for income tax purposes as a series of “stripped coupons” within the meaning of Section 1286 of the Code. Seller shall not, without Purchaser’s prior written consent, make an election under Revenue Procedure 91-50 for any taxable year that would result in the Revenue Procedure 91-50 safe harbor applying to any Mortgage Servicing Right with respect to which an Excess MSR is transferred to Purchaser pursuant to this Agreement.
Intent and Characterization. The Seller and the Securitization Buyer intend that the sale of the Trust Certificates pursuant to this Agreement and the Trust Certificates ▇▇▇▇ of Sale constitute a valid sale of the Trust Certificates from the Seller to the Securitization Buyer, conveying good title to the Trust Certificates free and clear of any Lien, and that the beneficial interest in and title to the Trust Certificates shall not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller. The Seller and the Securitization Buyer intend and agree to treat the transfer and assignment of the Trust Certificates as an absolute sale for Tax, financial and accounting purposes, and as an absolute and complete conveyance of title for property Law purposes.
Intent and Characterization. The Seller and the Conduit Buyer intend that the sale of the Membership Interest in the Funding Note Issuer pursuant to this Agreement and the Conduit ▇▇▇▇ of Sale constitute a valid sale of such Membership Interest from the Seller to the Conduit Buyer, conveying good title to such Membership Interest free and clear of any Lien), and that the beneficial interest in and title to such Membership Interest shall not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller. The Seller and the Conduit Buyer intend and agree to treat the transfer and assignment of such Membership Interest as an absolute sale for Tax, financial and accounting purposes, and as an absolute and complete conveyance of title for property Law purposes.
Intent and Characterization. (a) Seller and Purchaser intend that the sale of the True Excess Spread pursuant to this Agreement and the related MSR Package Confirmation constitutes a valid true sale of the applicable portion of the True Excess Spread from Seller to Purchaser, conveying all rights and interests free and clear of any Lien other than Permitted Liens, subject and subordinate in all respects to the right, title and interest of the Agency, as set forth in the Agency Agreements.
(b) In the event (but only in the event) that the conveyance of the True Excess Spread is characterized by a court or Governmental Authority as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser, a valid and continuing first priority security interest in all of its right, title and interest in, to and under the True Excess Spread and all proceeds and products thereof as security for a loan in an amount equal to the applicable Purchase Price.
(c) With respect to each MSR Package, the Seller and the Purchaser intend and agree to treat and report the sale of the True Excess Spread as a sale under Section 1001 of the Code by the Seller and purchase by the Purchaser of a “stripped coupon” within the meaning of Section 1286(d)(3) of the Code and in accordance with Revenue Ruling 91-46, on which yield will accrue based on the assumption that the Mortgage Loans will be prepaid at constant prepayment rate (CPR) annually set forth in the related MSR Package Confirmation and the assumption that the Mortgage Loans will default at a constant default rate (CDR) annually set forth in the related MSR Package Confirmation.
Intent and Characterization. The Seller and the Buyer intend that the sale of the Acquired Assets pursuant to this Agreement and the ▇▇▇▇ of Sale, Assignment and Assumption Agreement constitute a valid sale of the Acquired Assets from the Seller to the Buyer, conveying good title to the Acquired Assets free and clear of any Lien and (i) the beneficial interest in and title to the Trust Certificates and the Unsecuritized Loans shall not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller and (ii) legal title to the Unsecuritized FFELP Loans will be held by CBNA as the Eligible Lender Trustee. The Seller and the Buyer intend and agree to treat the transfer and assignment of the Acquired Assets as an absolute transfer for financial and accounting purposes, and as an absolute and complete conveyance of title for property Law purposes.
Intent and Characterization. The Seller and the Buyer intend that the sale of the Depositor Shares pursuant to this Agreement and the ▇▇▇▇ of Sale, Assignment and Assumption Agreement related to the such sale constitute a valid sale of such Depositor Shares from the Seller to the Buyer, conveying good title to such Depositor Shares free and clear of any Lien), and that the beneficial interest in and title to such Depositor Shares shall not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller. The Seller and the Buyer intend and agree to treat the transfer and assignment of such Depositor Shares as an absolute transfer for Tax, financial and accounting purposes, and as an absolute and complete conveyance of title for property Law purposes.
Intent and Characterization. The Seller and the Buyer intend that the transfer and assignment of the Acquired Assets pursuant to this Agreement and the ▇▇▇▇ of Sale, Assignment and Assumption Agreement constitute a valid sale of the Acquired Assets from the Seller to the Buyer, conveying good title to the Acquired Assets free and clear of any Lien, and the beneficial interest in and title to the Acquired Assets shall not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver or conservator with respect to the Seller. The Seller and the Buyer intend and agree to treat the transfer and assignment of the Acquired Assets as an absolute transfer for Tax, financial and accounting purposes, and as an absolute and complete conveyance of title for property Law purposes.