Common use of True Sales Clause in Contracts

True Sales. (a) Each of the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in the case of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtor. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contribution, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by it, whether now or hereafter owned, existing or arising. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under Applicable Law.

True Sales. (a) Each of Originator and the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in where the case of Contributed ReceivablesSubscription Agreement applies, true conveyances in the form of capital contributions) of Pool Receivables Receivables, Related Assets and the Related Rights Lock-Box Accounts (and the other items described in SECTION 1.2(c)) by such Originator to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtorthe Originators. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights Assets hereunder is characterized by a court or other governmental authority Governmental Authority as a loan rather than a sale or contributionsale, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each such Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itfollowing, whether now or hereafter owned, existing or arising: (A) all Receivables of such Originator, (B) all Related Security with respect to each such Receivable, (C) all Collections with respect to each such Receivable, (D) the Lock-Box Accounts, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between such Originator and the Lock-Box Banks, and (E) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The In the event (but only to the extent) that the conveyance of Receivables and Related Assets hereunder is characterized by a court or other Governmental Authority as a loan rather than a sale, the Initial Purchaser shall have, with respect to the property described in this Section 1.4(bSECTION 1.9(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the any additional rights and remedies of a secured party specified under the any applicable UCC, and this Agreement shall constitute a security agreement under Applicable Lawapplicable law.

True Sales. (a) Each of Originator and the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in to the case of Contributed Receivablesextent the Subscription Agreement applies, true conveyances in the form of capital contributions) of Pool Receivables Receivables, Related Assets and the Related Rights Lock-Box Accounts (and the other items described in Section 1.2) by such Originator to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtorthe Originators. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights Assets hereunder is characterized by a court or other governmental authority Governmental Authority as a loan rather than a sale or contributionsale, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each such Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itfollowing, whether now or hereafter owned, existing or arising: (A) all Receivables of such Originator, (B) all Related Security with respect to each such Receivable, (C) all Collections with respect to each such Receivable, (D) the Lock-Box Accounts, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between such Originator and the Lock-Box Banks, and (E) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The In the event (but only to the extent) that the conveyance of Receivables and Related Assets hereunder is characterized by a court or other Governmental Authority as a loan rather than a sale, the Initial Purchaser shall have, with respect to the property described in this Section 1.4(b1.10(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the any additional rights and remedies of a secured party specified under the any applicable UCC, and this Agreement shall constitute a security agreement under Applicable Lawapplicable law.

True Sales. (a) Each of the Originators and the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in where the case of Contributed ReceivablesSubscription Agreement applies, conveyances in the form of capital contributions) of Pool Receivables Receivables, Related Assets and the Related Rights Lock-Box Accounts (and the other items described in Section 1.2(c)) by such Originator each of the Originators to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtorany Originator. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights Assets hereunder is characterized by a court or other governmental authority Governmental Authority as a loan rather than a sale or contributionsale, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, Purchaser a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itfollowing, whether now or hereafter owned, existing or arising: (A) all Pool Receivables of such Originator, (B) all Related Security with respect to each such Pool Receivable, (C) all Collections with respect to each such Pool Receivable, (D) the Lock-Box Accounts, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between such Originator and the Lock-Box Banks, and (E) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser shall have, with respect to the property described in this Section 1.4(b1.10(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under the any applicable UCC, and this Agreement shall constitute a security agreement under Applicable Lawapplicable law.

True Sales. (a) Each of the Initial SPV Purchaser and each Originator intend intends the transactions hereunder to constitute absolute and irrevocable true sales (or in the case of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator to the Initial SPV Purchaser providing the Initial SPV Purchaser with the full risks and benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from or through the Initial SPV Purchaser to Maxtorany Originator. In connection therewith, the SPV Purchaser and each Originator agrees to treat the transfers of the Receivables as sales of the Receivables by such Originator and purchases of the Receivables by the SPV Purchaser (or, in the case of Contributed Receivables, as capital contributions) for all purposes under GAAP. (b) In the event (but only to the extent) that case the conveyance of Pool Receivables and Related Rights by any Originator hereunder is at any time characterized by a court or other governmental authority Governmental Authority as a loan rather than a sale or contribution, each Originator shall be deemed hereunder to have granted of the Originators does hereby grant to the Initial Purchaser, and each Originator hereby grants to the Initial SPV Purchaser, effective as of the Initial Closing Datedate hereof, a security interest in any and all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itsuch Originator, whether now or hereafter owned, existing or arising. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a partyAgreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, including, without limitation, loans to the Originators in the amount of the Purchase Price. The Initial SPV Purchaser shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies available to the Initial SPV Purchaser under this Agreement Agreement, the other Transaction Documents and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under Applicable Law.

True Sales. (a) Each of the Originators and the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in where the case of Contributed ReceivablesSubscription Agreement applies, conveyances in the form of capital contributions) of Pool Receivables and Related Assets by each of the Related Rights by such Originator Originators to the Initial Purchaser Purchaser, providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtorany Originator. (b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contributionsale, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each Originator hereby severally grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itfollowing, whether now or hereafter owned, existing or arising: (A) all Receivables of such Originator, and (B) all Related Assets of such Originator. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser shall have, with respect to the property described in this Section 1.4(bSECTION 3.7(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under the any applicable UCC, and this Agreement shall constitute a security agreement under Applicable Lawapplicable law.

True Sales. (a) Each of AG and the Initial Purchaser Buyer intends the transaction hereunder constitutes an absolute and each Originator intend the transactions hereunder to constitute true sales (or in the case irrevocable purchase and sale of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator AG to the Initial Purchaser Buyer providing the Initial Purchaser Buyer with the full benefits of ownership thereofof the Assigned Receivables, and no neither party hereto intends the transactions transaction contemplated hereunder to be, or for any purpose to be characterized as, a loan or similar advance from the Initial Purchaser Buyer to MaxtorAG giving rise to indebtedness secured by such Assigned Receivables and Related Rights. (b) In the event (but only to the extent) that the transfer, assignment and conveyance of Pool Assigned Receivables and Related Rights hereunder is characterized by a court or other governmental authority Governmental Authority as a loan rather than a sale or contributionsale, each Originator AG shall be deemed hereunder to have granted to the Initial PurchaserBuyer, and each Originator AG hereby grants to the Initial Purchaser, effective as of the Initial Closing DateBuyer, a security interest in all of such OriginatorAG's right, title and interest in, to and under all of the Pool Assigned Receivables and Related Rights originated by itRights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of such OriginatorAG's obligations (monetary or otherwise) under arising under, pursuant to or by virtue of this Agreement and the other Transaction Documents (including any loan deemed to which it is a partyhave been made to AG pursuant hereto), whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser Buyer shall have, with respect to the property described in this Section 1.4(b)1.3, and in addition to all the other rights and remedies available to the Initial Purchaser Buyer under this Agreement and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under Applicable Lawapplicable law. To the extent permitted by applicable law, AG hereby authorizes Buyer to file any financing statements, amendments, continuation statements, or the like, as Buyer may deem necessary or appropriate with any filing jurisdiction, signed by Buyer alone.

True Sales. (a) Each of Seller and Xxxxx have structured the Initial Purchaser transactions contemplated by this Agreement as a sale and each Originator intend the transactions transfer and conveyance of Receivables hereunder to constitute be absolute and irrevocable true sales (or in the case of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator Seller to the Initial Purchaser providing the Initial Purchaser Xxxxx that provide Xxxxx with the full benefits and burdens of ownership thereof, and no party hereto of the Receivables. Neither Seller nor Xxxxx intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan loans from Xxxxx to Seller. Seller and Xxxxx shall treat the Initial Purchaser transactions hereunder as true sales for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state, local and foreign), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Seller will advise all persons inquiring about the ownership of the Receivables that all Purchased Receivables have been sold to Maxtor. (b) In Xxxxx. If, notwithstanding the event (but only intention of the parties expressed in this Section 2.6, the transfer and conveyance by Seller to the extent) that the conveyance Xxxxx of Pool Receivables and Related Rights hereunder is shall be characterized by a court or other governmental authority of competent jurisdiction as a secured loan rather than and not a sale or contributionsale, each Originator then, in such event, this Agreement shall be deemed hereunder to have granted to constitute a security agreement under the Initial PurchaserUCC and other applicable law. For this purpose, and each Originator Seller hereby grants to the Initial PurchaserXxxxx a perfected, effective as of the Initial Closing Date, a first priority security interest in (under New York law, and if the Seller is WFSE or WFSS, an equitable assignment under UK law or Singapore law, respectively, of) all of such Originator's Seller’s right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by itPurchased Receivables, whether now or hereafter owned, existing or arising. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and all proceeds of any thereof, to secure the timely payment and performance by Seller of all amounts owing to Xxxxx hereunder and any other Transaction Documents obligations owing to which it is Xxxxx hereunder. In the event this Agreement shall be characterized as a partysecurity agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser Xxxxx shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies available to the Initial Purchaser which it may have under this Agreement and applicable lawAgreement, all the rights and remedies of provided to a secured party creditor under the UCCUCC and applicable law, which rights and this Agreement remedies shall constitute a security agreement under Applicable Lawbe cumulative. Seller authorizes Xxxxx to file one or more appropriate UCC-1 financing statements in connection with the above.