Common use of Seller’s Intent Clause in Contracts

Seller’s Intent. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute an outright conveyance of ownership of the Transferred Assets from the Seller to the Buyer under applicable state law and that the beneficial interest in and title to the Transferred Assets shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a conveyance of ownership, this Agreement shall constitute a grant of a security interest in the property referred to in this Section by the Seller for the benefit of the Buyer to secure the deemed repayment obligation associated with the deemed borrowing by the Seller in such circumstance.