Common use of Transaction Characterization Clause in Contracts

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​ (b) The parties intend that the conveyance of the Property to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the Deed, Seller will have no legal or equitable interest or any other claim or interest in the Property, other than the interest, if any, set forth in the Lease. The parties also intend for the Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​ (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the each Lease Agreement shall constitute a single master lease of all, but not less than all, of the Property. ​Properties covered thereby, each Lease Agreement shall be a unitary, unseverable instrument pertaining to all, but not less than all, of the Properties covered thereby, and none of each Lease Agreement or Lessee’s rights, obligations or duties may be divided or otherwise allocated by Lessee among the Properties covered thereby. (b) The parties intend that the conveyance of the Property Properties to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedDeeds, Seller will have no legal or equitable interest or any other claim or interest in the PropertyProperties, other than the interest, if any, set forth in the LeaseLease Agreements. The parties also intend for the each Lease Agreement to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the each Lease Agreement are those of a true lease. Notwithstanding the existence of the LeaseLease Agreements, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property Properties by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property Properties by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease Agreement shall constitute a lease of allthe Property and the Lease Agreement shall be a unitary, but not less than all, of unseverable instrument pertaining to the Property. ​. (b) The parties intend that the conveyance of the Property to Purchaser SPE be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of SellerCMRG. After the execution and delivery of the Deed, Seller CMRG will have no legal or equitable interest or any other claim or interest in the Property, other than the interest, if any, set forth in the LeaseLease Agreement. The parties also intend for the Lease Agreement to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease Agreement are those of a true lease. Notwithstanding the existence of the LeaseLease Agreement, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser SPE pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property by Purchaser SPE pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties Parties intend that (i) all components theconveyance of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​ (b) The parties intend that the conveyance of the Property Real Properties by Sellers to Purchaser Buyer be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall (including, without limitation, the Master Lease Agreements and the other Transaction Documents) are not intended to serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance agreement or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedDeeds and payment to Seller Parties of the entire Purchase Price, Seller Parties will have no legal or equitable interest or any other claim or interest in the Property, Real Properties other than the interest, if any, as set forth in the LeaseTransaction Documents. The parties also Furthermore, the Parties intend for each of the Master Lease Agreements to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of each of the Master Lease Agreements are those of a true lease. Notwithstanding the existence of the LeaseMaster Lease Agreements, neither party Party shall contest the validity, enforceability or characterization of the sale and purchase of the Property Real Properties by Purchaser Sellers and Buyer pursuant to this Agreement as an absolute conveyance, and both parties all Parties shall support the intent expressed herein that the purchase of the Property Real Properties by Purchaser pursuant to this Agreement Buyer provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, if and to the extent that, that any challenge occurs. ​ (c) Each In addition, Buyer and Seller Parties agree that the conveyance of the parties hereto agrees Real Properties to Buyer pursuant to this Agreement shall constitute a single and indivisible sale of all of the Real Properties, and that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action the transaction would not have occurred other than in connection with respect to a conveyance of the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return)Real Properties as a single and individual transfer. Notwithstanding the foregoing, to the extent that legal or practical requirements in consummating the sale, including without limitation allocations for individual state transfer tax purposes and title insurance coverage amounts, may require any individual purchase price allocations, the parties agree that such action individual allocations are for convenience only and to comply with legal or such failure practical requirements, and shall not be used or construed, directly or indirectly, to take action would be inconsistent with vary the intention intent of the parties expressed that the subject transaction is a single and indivisible sale. In addition, in this Section 7.01. ​no event shall any such allocations be construed to alter or modify the intent of Buyer and Seller Parties that each of the Master Lease Agreements shall constitute a single and indivisible lease as to all of the Real Properties demised thereunder collectively, and shall not be subject to severance or division unless and to the extent explicitly provided in such Master Lease Agreement.

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​ (b) The parties intend that the conveyance of the Property Properties to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedDeed or Deeds, Seller will have no legal or equitable interest or any other claim or interest in the Property, Properties other than the interest, if any, as set forth in the LeaseLease Agreement. The parties also intend for the Lease Agreement to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease Agreement are those of a true lease. Notwithstanding the existence of the LeaseLease Agreement, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property Properties by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property Properties by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (cb) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease Leases shall constitute one (1) or more master leases of all of the Properties, and is a lease of unitary, unseverable instrument pertaining to all, but not less than all, of the Property. ​Properties, and none of the Leases or Lessee’s rights, obligations or duties may be divided or otherwise allocated by Lessee among the Properties, except as contemplated by the Leases. (b) The parties intend that the conveyance of the Property Properties to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedDeeds, Seller will have no legal or equitable interest or any other claim or interest in the PropertyProperties, other than the interest, if any, set forth in the LeaseLeases. The parties also intend for the Lease Leases to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease Leases are those of a true lease. Notwithstanding the existence of the LeaseLeases, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property Properties by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property Properties by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties VMRE and Carvana intend that (i) all components of the Transaction shall Transactions be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​. (b) The parties VMRE and Carvana intend that the Carvana’s conveyance of the each Property to Purchaser VMRE be an absolute conveyance in effect as well as formform and substance, and that the instruments of conveyance Conveyance Documents to be delivered at each Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of SellerCarvana. After the execution and delivery of the DeedConveyance Documents with respect to a Property, Seller Carvana will have no legal or equitable interest or any other claim or interest in the Property, other than Property (except to the interest, if any, extent set forth in the Operator Lease). The parties VMRE and Carvana also intend for the each Operator Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the each Operator Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party Neither VMRE nor Carvana shall contest the validity, enforceability or characterization of the sale and purchase of the any Property as an absolute conveyance by Purchaser Carvana to VMRE pursuant to this Agreement as an absolute conveyanceAgreement, and both parties VMRE and Carvana shall support the intent expressed herein that the purchase of the each Property by Purchaser VMRE pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties VMRE and Carvana hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties VMRE and Carvana expressed in this Agreement; provided, however, in no event shall this Section 7.0110.2 require Carvana to take any action contrary to generally accepted accounting principles and Carvana shall be permitted to account for matters related to this Transaction as Carvana deems necessary based on the terms of this Transaction. ​Section 10.3

Transaction Characterization. ​ (a) The parties VMRE and Carvana intend that (i) all components of the Transaction shall Transactions be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​. (b) The parties VMRE and Carvana intend that the Carvana’s conveyance of the each Property to Purchaser VMRE be an absolute conveyance in effect as well as formform and substance, and that the instruments of conveyance Conveyance Documents to be delivered at each Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of SellerCarvana. After the execution and delivery of the DeedConveyance Documents with respect to a Property, Seller Carvana will have no legal or equitable interest or any other claim or interest in the Property, other than Property (except to the interest, if any, extent set forth in the Operator Lease). The parties VMRE and Carvana also intend for the each Operator Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the each Operator Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party Neither VMRE nor Carvana shall contest the validity, enforceability or characterization of the sale and purchase of the any Property as an absolute conveyance by Purchaser Carvana to VMRE pursuant to this Agreement as an absolute conveyanceAgreement, and both parties VMRE and Carvana shall support the intent expressed herein that the purchase of the each Property by Purchaser VMRE pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties VMRE and Carvana hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties VMRE and Carvana expressed in this Agreement; provided, however, in no event shall this Section 7.01. ​10.2 require Carvana to take any action contrary to generally accepted accounting principles and Carvana shall be permitted to account for matters related to this Transaction as Carvana deems necessary based on the terms of this Transaction.

Transaction Characterization. ​ (a) The parties Purchaser and Seller intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​. (b) The parties Purchaser and Seller intend that the Seller’s conveyance of the Property to Purchaser be an absolute conveyance in effect as well as formform and substance, and that the instruments of conveyance Conveyance Documents to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedConveyance Documents, Seller will have no legal or equitable interest or any other claim or interest in the Property, other than Properties (except to the interest, if any, extent set forth in the LeaseLease Agreement). The parties Purchaser and Seller also intend for the Lease Agreement to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease Agreement are those of a true lease. Notwithstanding the existence of the Lease, neither party Neither Purchaser nor Seller shall contest the validity, enforceability or characterization of the sale and purchase of the Property Properties as an absolute conveyance by Seller to Purchaser pursuant to this Agreement as an absolute conveyanceAgreement, and both parties Purchaser and Seller shall support the intent expressed herein that the purchase of the Property Properties by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties Purchaser and Seller hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties Purchaser and Seller expressed in this Section 7.01. ​8.02.

Transaction Characterization. ​ (a) The parties Lessor and Lessee intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​. (b) The parties intend that the conveyance of the Property to Purchaser Lessor be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of SellerLessee. After the execution and delivery of the Deed, Seller Lessee will have no legal or equitable interest or any other claim or interest in the Property, other than the interest, if any, set forth in the Lease. The parties Lessor and Lessee also intend for the Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease are those of a true lease. Notwithstanding the existence of the Lease, neither no party shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser Lessor pursuant to this Agreement as an absolute conveyance, and both the parties shall support the intent expressed herein that the purchase of the Property by Purchaser Lessor pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property. ​. (b) The parties intend that the conveyance of the Property to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the Deed, Seller will have no legal or equitable interest or any other claim or interest in the any Property, other than the interest, if any, set forth in the Lease. The parties also intend for the Existing Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Existing Lease are those of a true lease. Notwithstanding the existence of the Lease, neither Neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​8.01.

Transaction Characterization. ​ (a) The parties intend that (iI) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a single master lease of all, but not less than all, of the Property. ​Properties, and is a unitary, unseverable instrument pertaining to all, but not less than all, of the Properties, and none of the Lease or Lessee's rights, obligations or duties may be divided or otherwise allocated by Lessee among the Properties. (b) The parties intend that the conveyance of the Property Properties to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the DeedDeeds, Seller will have no legal or equitable interest or any other claim or interest in the PropertyProperties, other than the interest, if any, set forth in the Lease. The parties also intend for the Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property Properties by Purchaser pursuant to this Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property Properties by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​.

Transaction Characterization. ​ (a) The parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable; and (ii) the Lease shall constitute a lease of allthe Properties and a unitary, but not less than all, of unseverable instrument pertaining to the Property. ​Properties. (b1) The parties intend that the conveyance of the Property to Purchaser be an absolute conveyance in effect as well as form, and that the instruments of conveyance to be delivered at Closing closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement, trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of Seller. After the execution and delivery of the Deed, Seller will have no legal or equitable interest or any other claim or interest in the PropertyProperties, other than the interest, if any, set forth in the Lease. The parties also intend for the Lease to be a true lease and not a transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing arrangement, and the economic realities of the Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser pursuant to this Agreement as an absolute absolutely conveyance, and both parties shall support the intent expressed herein that the purchase of the Property by Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. ​. (c2) Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 7.01. ​Section.