Common use of Sale Characterization Clause in Contracts

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 5 contracts

Samples: Sale and Contribution Agreement (Vista Credit Strategic Lending Corp.), Sale and Contribution Agreement (AB Private Credit Investors Corp), Sale and Contribution Agreement (FS Investment Corp III)

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Sale Characterization. The For accounting purposes, Seller shall not make statements or disclosures, or treat account for the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than than, with respect to the sale of each Transferred Receivable, as a true sale, contribution or sale and/or absolute assignment of the its full right, title to and sole record and beneficial ownership interest in the related Transferred Assets to Buyer. Seller shall also maintain its records and books of account in a manner which clearly reflects each such sale of the Transferred Collateral Obligations Conveyed or purported Receivables to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAPBuyer.

Appears in 4 contracts

Samples: Receivables Sale Agreement, Receivables Sale Agreement, Receivables Sale Agreement (GE Capital Credit Card Master Note Trust)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 4 contracts

Samples: Sale and Contribution Agreement (Golub Capital Direct Lending Corp), Sale and Contribution Agreement (Golub Capital BDC 4, Inc.), Sale and Contribution Agreement (Golub Capital BDC 3, Inc.)

Sale Characterization. The Seller shall not make statements or disclosures, prepare any financial statements or in any other respect account for or treat the transactions contemplated by this Agreement (other than including for accounting, tax or accounting and reporting purposes) in any manner other than as a true sale, contribution sale or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed Receivables, Contracts and Leased Vehicles sold or purported to be Conveyed sold hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Motor Coach Industries International Inc), Receivables Sale Agreement (Motor Coach Industries International Inc), Receivables Sale Agreement (Motor Coach Industries International Inc)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Assets (which, with respect to any Related Security, shall only be to the extent of the Seller’s interest therein) Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (Oaktree Specialty Lending Corp), Sale and Contribution Agreement (Oaktree Strategic Income Corp), Sale and Contribution Agreement (Sierra Income Corp)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Portfolio Investments Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (Carey Credit Income Fund 2016 T), Sale and Contribution Agreement (FS Investment Corp III), Sale and Contribution Agreement (FS Investment Corp II)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax (as appropriate) or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunderLoans; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAPGAAP and shall, in any such consolidated financial statement of the Seller, disclose appropriately in a footnote that such Transferred Collateral Loans are owned by the Purchaser.

Appears in 3 contracts

Samples: Loan Sale and Contribution Agreement (Saratoga Investment Corp.), Sale and Contribution Agreement (Apollo Debt Solutions BDC), Loan Sale and Contribution Agreement (Saratoga Investment Corp.)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Assets Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (FS Investment Corp III), Sale and Contribution Agreement (FS Investment Corp II), Sale and Contribution Agreement (FS Energy & Power Fund)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax Tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 2 contracts

Samples: Sale and Contribution Agreement (FS Global Credit Opportunities Fund-A), Sale and Contribution Agreement (FS Investment Corp II)

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Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax (as appropriate) or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunderAssets; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAPGAAP and shall, in any such consolidated financial statement of the Seller, disclose appropriately in a footnote that such Transferred Assets are owned by the Purchaser.

Appears in 2 contracts

Samples: Sale and Contribution Agreement (Kennedy Lewis Capital Co), Sale and Contribution Agreement (Apollo Debt Solutions BDC)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunderLoans; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAPGAAP and shall, in any such consolidated financial statement of the Seller, disclose appropriately in a footnote that such Transferred Collateral Loans are owned by the Purchaser.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Business Development Corp of America)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.. (l)

Appears in 1 contract

Samples: Sale and Contribution Agreement (Golub Capital BDC 3, Inc.)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution sale or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Loans Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP.

Appears in 1 contract

Samples: Facility Agreement (KKR FS Income Trust)

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral Obligations Conveyed or purported to be Conveyed hereunderObligations; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAPGAAP and shall, in any such consolidated financial statement of the Seller, disclose appropriately in a footnote that such Transferred Collateral Obligations are held by the Purchaser.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Business Development Corp of America)

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