Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the Purchaser.
Appears in 10 contracts
Samples: Loan Sale Agreement (Blue Owl Technology Finance Corp. II), Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Technology Income Corp.)
Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation participation, contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via a Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold or contributed to the Purchaser.
Appears in 8 contracts
Samples: Sale and Contribution Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.)
Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation participation, contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets Asset conveyed via a Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold or contributed to the Purchaser.
Appears in 5 contracts
Samples: Loan Sale Agreement (Blue Owl Technology Finance Corp. II), Loan Sale Agreement (Blue Owl Technology Income Corp.), Loan Sale Agreement (Blue Owl Capital Corp)
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, true participation contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred 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 (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein)hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the PurchaserGAAP.
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 consolidated accounting purposes) in any manner other than as a true sale, true participation participation, contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via a Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold or contributed to the Purchaser.
Appears in 3 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit 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 consolidated accounting purposes) in any manner other than as a true sale, true participation or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the Purchaser.
Appears in 3 contracts
Samples: Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit Income Corp.), Loan Sale Agreement (Blue Owl Credit 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 consolidated accounting purposes) in any manner other than as a true sale, true participation contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Collateral 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 (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein)hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements and, provided further that for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” and, therefore, the Conveyance of Transferred Assets by the Seller contain footnotes that the Transferred Assets have been sold to the PurchaserPurchaser hereunder will not be recognized for tax purposes.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Blue Owl Capital Corp III), Sale and Contribution Agreement (Owl Rock Core 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 consolidated accounting purposes) in any manner other than as a true sale, true participation contribution or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets (which, BUSINESS.30700594.6 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 (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein)hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the PurchaserGAAP.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Crescent Private Credit Income Corp)