Common use of True Sale; Security Agreement Clause in Contracts

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. (ii) As security for the payment of the obligations of Buyer under and in connection with this Agreement [REDACTED], together with any increases, extensions, and rearrangements of such obligations under any amendments, supplements, and other modifications hereof or thereof, Buyer hereby grants to Seller a first priority security interest in all of Buyer’s present and future right, title and interest in and to (1) the Oil and Feedstock; (2) all payments under any insurance, indemnity, warranty, or guaranty of or for the foregoing; and (3) all proceeds of any of the foregoing. In connection with the foregoing, Buyer authorizes Seller to file such financing statements pursuant to the UCC as Seller deems necessary to perfect the foregoing interest. Buyer shall not grant or permit any other security interest in any of the foregoing collateral. (iii) In the event of such re-characterization, upon any Event of Default, Seller may exercise all of the rights and remedies of a secured party under the UCC, whether or not the UCC applies to the affected collateral. Such remedies shall be cumulative with all other remedies of Seller hereunder and available at law or equity, and no delay in enforcing the foregoing shall act as a waiver of Seller’s rights hereunder or thereunder.

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. (ii) As security for the payment of the obligations of Buyer under and in connection with this Agreement [REDACTED], together with any increases, extensions, and rearrangements of such obligations under any amendments, supplements, and other modifications hereof or thereof, Buyer hereby grants to Seller a first priority security interest in all of Buyer’s present and future right, title and interest in and to (1) the Oil and Indigenous Feedstock; (2) all payments under any insurance, indemnity, warranty, or guaranty of or for the foregoing; and (3) all proceeds of any of the foregoing. In connection with the foregoing, Buyer authorizes Seller to file such financing statements pursuant to the UCC as Seller deems necessary to perfect the foregoing interest. Buyer shall not grant or permit any other security interest in any of the foregoing collateral. (iii) In the event of such re-characterization, upon any Event of Default, Seller may exercise all of the rights and remedies of a secured party under the UCC, whether or not the UCC applies to the affected collateral. Such remedies shall be cumulative with all other remedies of Seller hereunder and available at law or equity, and no delay in enforcing the foregoing shall act as a waiver of Seller’s rights hereunder or thereunder.

True Sale; Security Agreement. (ia) Seller The Vendor and Buyer the Purchaser intend and agree that the sales sale, assignment, transfer, conveyance and purchases delivery of Oil the Assigned Rights at the Closing be and Feedstock 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. (b) Solely as a precaution, in the event a court of competent jurisdiction should hold for any reason that the sale, assignment, transfer, conveyance and delivery to the Purchaser of the Assigned Rights at the Closing is not a "true sale" at law and that the Purchaser only has a security interest in the Assigned Rights, the Vendor hereby grants as continuing security for the due and timely payment and performance by the Vendor of all of its indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or otherwise) to the Purchaser arising pursuant to this Agreement or any Closing Document, a security interest in the Assigned Rights, and this Agreement shall be treated as constitute a true sale in accordance with security agreement for purposes of the terms UCC. In furtherance of this Agreement. Notwithstanding the foregoing, however, if title the Vendor hereby authorizes the Purchaser to any Oil authenticate in the name of the Vendor and file one or Feedstock is recharacterized as having remained more UCC financing statements (or similar documents) with or been transferred respect to Buyer other than as provided by the terms Assigned Rights to evidence the granting 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 such security interest, Seller and Buyer agree provided that the Purchaser shall provide the Vendor with a reasonable opportunity to review any such Oil and/or Feedstock are and UCC financing statements or similar documents prior to filing. For greater certainty, the Purchaser 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. (ii) As security for the payment of the obligations of Buyer under and not file this Agreement in connection with this Agreement [REDACTED], together with any increases, extensions, and rearrangements of such obligations under any amendments, supplements, and other modifications hereof or thereof, Buyer hereby grants to Seller a first priority security interest in all of Buyer’s present and future right, title and interest in and to (1) the Oil and Feedstock; (2) all payments under any insurance, indemnity, warranty, or guaranty of or for the foregoing; and (3) all proceeds filing of any of the foregoing. In connection with the foregoing, Buyer authorizes Seller to file such UCC financing statements pursuant to the UCC as Seller deems necessary to perfect the foregoing interest. Buyer shall not grant or permit any other security interest in any of the foregoing collateralsimilar documents. (iii) In the event of such re-characterization, upon any Event of Default, Seller may exercise all of the rights and remedies of a secured party under the UCC, whether or not the UCC applies to the affected collateral. Such remedies shall be cumulative with all other remedies of Seller hereunder and available at law or equity, and no delay in enforcing the foregoing shall act as a waiver of Seller’s rights hereunder or thereunder.

True Sale; Security Agreement. (ia) Seller The Vendor and Buyer the Purchaser intend and agree that the sales sale, assignment, transfer, conveyance and purchases delivery of Oil the Assigned Rights at the Closing be and Feedstock 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. (b) Solely as a precaution, in the event a court of competent jurisdiction should hold for any reason that the sale, assignment, transfer, conveyance and delivery to the Purchaser of the Assigned Rights at the Closing is not a “true sale” at law and that the Purchaser only has a security interest in the Assigned Rights, the Vendor hereby grants as continuing security for the due and timely payment and performance by the Vendor of all of its indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or otherwise) to the Purchaser arising pursuant to this Agreement or any other Closing Document, a security interest in the Assigned Rights, and this Agreement shall be treated as constitute a true sale in accordance with security agreement for purposes of the terms PPSA. In furtherance of this Agreement. Notwithstanding the foregoing, however, if title the Vendor hereby authorizes the Purchaser to any Oil authenticate in the name of the Vendor and file one or Feedstock is recharacterized as having remained more PPSA financing statements (or similar documents) with or been transferred respect to Buyer other than as provided by the terms Assigned Rights to evidence the granting 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 such security interest, Seller and Buyer agree provided that the Purchaser shall provide the Vendor with a reasonable opportunity to review any such Oil and/or Feedstock are and PPSA financing statements or similar documents prior to filing. For greater certainty, the Purchaser 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. (ii) As security for the payment of the obligations of Buyer under and not file this Agreement in connection with this Agreement [REDACTED], together with any increases, extensions, and rearrangements of such obligations under any amendments, supplements, and other modifications hereof or thereof, Buyer hereby grants to Seller a first priority security interest in all of Buyer’s present and future right, title and interest in and to (1) the Oil and Feedstock; (2) all payments under any insurance, indemnity, warranty, or guaranty of or for the foregoing; and (3) all proceeds filing of any of the foregoing. In connection with the foregoing, Buyer authorizes Seller to file such PPSA financing statements pursuant to the UCC as Seller deems necessary to perfect the foregoing interest. Buyer shall not grant or permit any other security interest in any of the foregoing collateralsimilar documents. (iii) In the event of such re-characterization, upon any Event of Default, Seller may exercise all of the rights and remedies of a secured party under the UCC, whether or not the UCC applies to the affected collateral. Such remedies shall be cumulative with all other remedies of Seller hereunder and available at law or equity, and no delay in enforcing the foregoing shall act as a waiver of Seller’s rights hereunder or thereunder.

True Sale; Security Agreement. (i) Seller The Vendor and Buyer the Purchaser intend and agree that the sales sale, assignment, transfer, conveyance and purchases delivery of Oil the Assigned Rights at the Closing be and Feedstock 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. Solely as a precaution, in the event a court of competent jurisdiction should hold for any reason that the sale, assignment, transfer, conveyance and delivery to the Purchaser of the Assigned Rights at the Closing is not a "true sale" at law and that the Purchaser only has a security interest in the Assigned Rights, the Vendor hereby grants as continuing security for the due and timely payment and performance by the Vendor of all of its indebtedness, liabilities and obligations (whether direct, indirect, absolute, contingent or otherwise) to the Purchaser arising pursuant to this Agreement or any Closing Document, a security interest in the Assigned Rights, and this Agreement shall be treated as constitute a true sale in accordance with security agreement for purposes of the terms UCC. In furtherance of this Agreement. Notwithstanding the foregoing, however, if title the Vendor hereby authorizes the Purchaser to any Oil authenticate in the name of the Vendor and file one or Feedstock is recharacterized as having remained more UCC financing statements (or similar documents) with or been transferred respect to Buyer other than as provided by the terms Assigned Rights to evidence the granting 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 such security interest, Seller and Buyer agree provided that the Purchaser shall provide the Vendor with a reasonable opportunity to review any such Oil and/or Feedstock are and UCC financing statements or similar documents prior to filing. For greater certainty, the Purchaser 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. (ii) As security for the payment of the obligations of Buyer under and not file this Agreement in connection with this Agreement [REDACTED], together with any increases, extensions, and rearrangements of such obligations under any amendments, supplements, and other modifications hereof or thereof, Buyer hereby grants to Seller a first priority security interest in all of Buyer’s present and future right, title and interest in and to (1) the Oil and Feedstock; (2) all payments under any insurance, indemnity, warranty, or guaranty of or for the foregoing; and (3) all proceeds filing of any of the foregoing. In connection with the foregoing, Buyer authorizes Seller to file such UCC financing statements pursuant to the UCC as Seller deems necessary to perfect the foregoing interest. Buyer shall not grant or permit any other security interest in any of the foregoing collateralsimilar documents. (iii) In the event of such re-characterization, upon any Event of Default, Seller may exercise all of the rights and remedies of a secured party under the UCC, whether or not the UCC applies to the affected collateral. Such remedies shall be cumulative with all other remedies of Seller hereunder and available at law or equity, and no delay in enforcing the foregoing shall act as a waiver of Seller’s rights hereunder or thereunder.