Nature of Transactions. (a) The relationship established by this Agreement and the other Warehouse Documents between Bank and Seller is that of a seller and purchaser of Participation Interests in Mortgage Loans, and not that of a lender and borrower. Subject to Section 10.17(b), it is the intention of Bank and Seller that: (i) the purchase and sale of each Participation Interest hereunder shall be treated and construed as a sale by Seller to Bank, and the purchase by Bank from Seller, of a certain undivided percentage ownership interest in the related Mortgage Loan and the related Mortgage Loan Documents; and (ii) each sale of a Participation Interest by Seller to Bank, and each purchase of a Participation Interest by Bank from Seller, is a sale of an undivided interest in a promissory note to Bank, and that pursuant to Section 9.109 of the UCC of the State of Texas, Bank and Seller’s characterization of each such sale and purchase of a Participation Interest as a purchase and sale of such Participation Interest shall be conclusive that (A) the transaction is a sale and is not a secured transaction and (B) legal and equitable title has passed to Bank in the Mortgage Loan and Mortgage Loan Documents in which Bank acquired such Participation Interest.
(b) Neither Party has made or hereby makes any representations or warranties to the other Party, and hereby disclaims any such representations or warranties, regarding the accounting or tax treatment to be applied to any Participation Interest (including whether any such Participation Interest qualifies for “sale” treatment under any applicable accounting rules, regulations or standards). Each Party hereby agrees that it has and will make its own independent determination regarding the accounting and tax treatment to be applied to each Participation Interest, and has not relied upon the other Party in any manner in making such determination. The accounting or tax treatment applied by any Party with respect to any Participation Interest shall not be binding upon the other Party, shall not be used by the other Party in any manner inconsistent with, and shall not affect, the Parties’ intent hereunder that any and all transaction pursuant to which Bank pays a Purchase Price to Seller is for a sale by Seller to Bank, and the purchase by Bank from Seller, of a certain undivided percentage ownership interest in the related Mortgage Loan and Mortgage Loan Documents and that legal and equitable title has passed to Bank in the Mortgage Loan in...
Nature of Transactions. Such Noteholder had a sufficient amount of time to consider whether to participate in the transactions contemplated by this Agreement, and none of the Company or its respective affiliates and representatives has placed any pressure on such Noteholder to respond to the opportunity to participate in such transactions. The Noteholder acknowledges that the terms of such transactions have been mutually negotiated between such Noteholder and the Company.
Nature of Transactions. The parties intend that the Merger shall constitute a purchase under GAAP and a tax-free reorganization under the Internal Revenue Code of 1986, as amended.
Nature of Transactions. Notwithstanding that that a Margin CFD transaction is between PKF Capital and the client gains no ownership rights on the underlying instrument. PKF Capital run a Direct Market Access (DMA) model where it takes a physical position in the underlying instrument for every CFD position.
Nature of Transactions. Under the New Financial Service Agreement, MCC Finance agreed to provide loan and bill discounting services to MCC Amperex on normal commercial terms, and MCC Amperex agreed to pay interests to MCC Finance in this regard. The parties will enter into specific agreements in relation to the transactions from time to time, which shall be subject to the principles under the New Financial Service Agreement. The entering into of the New Financial Service Agreement will not affect the right of either party to select transaction counterparties or conduct similar transactions with third parties. The interests will be determined after negotiation between the parties by making reference to the benchmark lending rate for the same period as published by the PBOC, and shall not be lower than the interests paid by MCC Amperex to independent third parties for similar services. The interests will generally be paid on a monthly or quarterly basis, which shall be stipulated in the specific agreements to be entered into between the parties.
Nature of Transactions. Without the prior written consent of Xxxxxx, you will not submit Transactions for acquiring for any businesses, products, or methods of selling other than those set out in the Application.
Nature of Transactions. Without the prior written consent of Elavon, you will not submit Transactions for acquiring for any businesses, products, or methods of selling other than those set out in the Application.
Nature of Transactions. 40- 16.20. Stockholders Agent......................................... -40-
Nature of Transactions. Although the parties intend that all transactions hereunder constitute sales and purchases of Securities and not loans, in the event any such transactions are deemed to be loans by any appropriate federal or state regulatory authority, F&M BANK shall be deemed to have pledged Securities to Company as security for performance by F&M BANK of its obligation to purchase and repurchase Securities, and grants to Company a security interest in the Account and in the total amount of Securities equal to the amount of Investable Funds invested in Securities pursuant to this Agreement.
Nature of Transactions. At the "Effective Time" (as defined in Paragraph 1.8 below), Interim Bank shall be merged into and with the Bank (the "Merger"), at which time the separate corporate existence of Interim Bank shall cease while the corporate existence of the Bank, with all of its purposes, objects, rights, privileges, powers and franchises, shall continue unaffected and unimpaired by the Merger.
