True Sale; Security Agreement. The Parties intend that each conveyance hereunder be a sale of the Acquired Loans from Seller to Buyer, free and clear of all security interest, liens (other than liens not yet due or payable) or other encumbrances or adverse claims, for accounting, regulatory tax and other purposes and not a financing secured by such property; and the beneficial interest in and title to the Acquired Loans shall not be a part of Seller's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy law. However, if, notwithstanding the intent of Seller and Buyer, under the Uniform Commercial Code, any bankruptcy law or other applicable law, this transaction is deemed to be a financing arrangement, or it is otherwise determined that any conveyance hereunder is for any reason not considered a sale and that the beneficial interest in and title to the Acquired Loans and such Acquired Loans remain part of Seller's estate, the Parties intend that with respect to any such Acquired Loans, this Agreement shall constitute a security agreement (as defined in the applicable Uniform Commercial Code) under the Uniform Commercial Code, and Seller hereby grants to Buyer on the terms and conditions of this Agreement a first priority perfected security interest in and against all of Seller's right, title and interest in and to the Acquired Loans, and other property conveyed hereunder and all proceeds of any of the foregoing, now existing and hereafter acquired.
True Sale; Security Agreement. (i) Seller and Buyer intend that the sales and purchases of Oil and Indigenous Feedstock pursuant to this Agreement shall be treated as a true sale in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, if title to any Oil or Indigenous Feedstock is recharacterized as having remained with or been transferred to Buyer other than as provided by the terms of this Agreement, or if the transaction evidenced by this Agreement is deemed to be a financing and not a true sale or determined to create, in substance, a security interest, Seller and Buyer agree that such Oil and/or Indigenous Feedstock are and shall be subject to the lien and security interest granted by Buyer to Seller pursuant to subclause (ii) below and that Seller shall have the rights and remedies set forth in subclause (iii) below.
True Sale; Security Agreement. (i) Seller and Buyer intend that the sales and purchases of Oil and Feedstock pursuant to this Agreement shall be treated as a true sale in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, if title to any Oil or Feedstock is recharacterized as having remained with or been transferred to Buyer other than as provided by the terms of this Agreement, or if the transaction evidenced by this Agreement is deemed to be a financing and not a true sale or determined to create, in substance, a security interest, Seller and Buyer agree that such Oil and/or Feedstock are and shall be subject to the lien and security interest granted by Buyer to Seller pursuant to subclause (ii) below and that Seller shall have the rights and remedies set forth in subclause (iii) below.
True Sale; Security Agreement. (a) Xxxxxx and WEST intend that the transfer by Xxxxxx of the Transferred Property pursuant to Section 2.01 hereof shall constitute a valid sale, transfer and conveyance by Xxxxxx of the assets so transferred, that after the relevant Delivery Date, Xxxxxx shall retain no right, title or interest in the Transferred Property and Related Assets, other than through its ownership of Beneficial Interest Certificates in WEST, and that such assets shall not be part of Xxxxxx’x estate in the event of the insolvency or bankruptcy of Xxxxxx.
True Sale; Security Agreement. (a) The Vendor and the Purchaser intend and agree that the sale, assignment, transfer, conveyance and delivery of the Assigned Rights at the Closing be and is a true sale by the Vendor to the Purchaser that is absolute and irrevocable and that provides the Purchaser with the full benefits of ownership of the Assigned Rights from and after the Closing, and neither the Vendor nor the Purchaser intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Purchaser to the Vendor. The Vendor waives any right to contest or otherwise assert that this Agreement is other than a true sale by the Vendor to the Purchaser under applicable law, which waiver shall be enforceable against the Vendor in any bankruptcy or insolvency proceeding relating to the Vendor. If, notwithstanding the intention of the parties hereto, the sale by the Vendor of the Assigned Rights shall be characterized as a loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and applicable law. The Vendor consents to the Purchaser filing any UCC financing statements that in the Purchaser's determination may be necessary to evidence the Purchaser's ownership of the Assigned Rights.
True Sale; Security Agreement. (a) The Vendor and the Purchaser intend and agree that the sale, assignment, transfer, conveyance and delivery of the Assigned Rights at the Closing be and is a true sale by the Vendor to the Purchaser that is absolute and irrevocable and that provides the Purchaser with the full benefits of ownership of the Assigned Rights from and after the Closing, and neither the Vendor nor the Purchaser intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Purchaser to the Vendor. The Vendor waives any right to contest or otherwise assert that this Agreement is other than a true sale by the Vendor to the Purchaser under applicable law, which waiver shall be enforceable against the Vendor in any bankruptcy or insolvency proceeding relating to the Vendor. If, notwithstanding the intention of the parties hereto, the sale by the Vendor of the Assigned Rights shall be characterized as a loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the PPSA and applicable law. The Vendor consents to the Purchaser filing any PPSA financing statements that in the Purchaser’s determination may be necessary to evidence the Purchaser’s ownership of the Assigned Rights.
True Sale; Security Agreement. (a) Xxxxxx and WEST intend that the transfer by Xxxxxx of the Assigned Property pursuant to Section 2.01 hereof and each transfer of a Remaining Engine pursuant to Section 2.02 hereof shall each constitute a valid sale, transfer and conveyance by Xxxxxx of the assets so transferred, that after the Closing Date, in the case of the Assigned Property, or the relevant Delivery Date, in the case of a Remaining Engine and the related Engine Assets, Xxxxxx shall retain no right, title or interest in the Assigned Property or Remaining Engine and related Engine Assets, as applicable, and that such assets shall not be part of Xxxxxx’x estate in the event of the insolvency or bankruptcy of Xxxxxx.
True Sale; Security Agreement. #4843-4322-6596v6
True Sale; Security Agreement. (a) ISIS and DRC intend and agree that the sale, assignment, transfer, set-over and conveyance of the Assigned Rights hereunder be a true sale by ISIS to DRC that is absolute and irrevocable (except as permitted and contemplated by Section 5.3 hereof) and that provides DRC with the full benefits of ownership of the Assigned Rights, and neither ISIS nor DRC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from DRC to ISIS. ISIS waives any right to contest or otherwise assert that this Agreement is other than a true sale by ISIS to DRC under applicable law, which waiver shall be enforceable against ISIS in any bankruptcy or insolvency proceeding relating to ISIS.
True Sale; Security Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
