True Sale Opinion definition

True Sale Opinion. A "true sale" opinion of outside counsel to Seller in form and substance satisfactory to Buyer.

True Sale Opinion shall have the meaning provided in Section 2.5.4(c).

True Sale Opinion. An Opinion of Counsel to the Seller opining that the subject transaction constitutes a “true sale”.

Examples of True Sale Opinion in a sentence

• The Company will not, and will not permit its Affiliates to, account for the transactions contemplated by this Agreement and the Origination Agreements in a manner inconsistent with the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and/or in the Specified True Sale Opinion Provisions.

• The Purchaser shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Purchaser, and a letter authorizing the Purchaser to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

• We hereby agree that each of the Persons listed on Schedule I hereto may rely on the True Sale Opinion and the Nonconsolidation Opinion as if each of such opinions were addressed to such Person and delivered on January 27, 1994.

• The Sellers shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Sellers, and a letter authorizing the Sellers to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

• Coast Guard aids-to-navigation sites, and because of the large variations in duty cycles, this specification describes a family of self-contained lanterns that have differently-sized solar power systems.

More Definitions of True Sale Opinion

True Sale Opinion means an opinion from counsel for Seller, addressed to Seller and to Company, subject to customary qualifications, assumptions (including, but not limited to, the assumption that there have been no changes to the facts and circumstances existing and in effect as of the date of this Agreement relating to the transactions contemplated by this Agreement (without giving effect to any amendments, modifications or supplements thereto)), limitations and exceptions that a United States federal or state court of appropriate jurisdiction, which reasonably and properly analyzed the facts and the law, would uphold the characterization of the transfer of the Receivables by Seller to Company pursuant to this Agreement (without giving effect to any amendments, modifications or supplements thereto) as a sale or an absolute transfer of the Receivables, and that a trustee, receiver or creditor of Seller would not be able to compel the turnover of the Receivables or the proceeds thereof to Seller under Section 542 of the Bankruptcy Code and would not be entitled to treat the Receivables or the proceeds thereof as assets included in the estate of Seller pursuant to Section 541 of the Bankruptcy Code, and therefore, the Receivables, the payments thereon and the proceeds thereof would not be subject to the automatic stay under Section 362 of the Bankruptcy Code imposed in such a case with respect to Seller.

True Sale Opinion means an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Sellers, addressed to the Sellers and to Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, in form and substance reasonably satisfactory to the Sellers and the Purchaser, that:

True Sale Opinion means an opinion from Chapman and Cutler LLP, special counsel for the Company Entities, addressed to the Company Entities and to the Purchaser, subject to customary qualifications, assumptions, limitations and

True Sale Opinion means an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Sellers, addressed to the Sellers and to Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, in form and substance reasonably satisfactory to the Sellers and the Purchaser, that:

True Sale Opinion means an opinion from Sidley Austin LLP, legal counsel to Seller, addressed to Seller and provided to Purchaser, subject to Section 5.7, in the form attached as Exhibit C hereto.

True Sale Opinion means an opinion from Xxxxxxx and Xxxxxx LLP, special counsel for the Company Entities, addressed to the Company Entities and to the Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, in form and substance reasonably satisfactory to the Company Entities and the Purchaser, that as a legal matter under current case law interpretations, in a proceeding under the Bankruptcy Code in which LLC were a debtor, a court that properly analyzed and applied the law and facts in a properly presented and argued case would conclude that the transfer of LLC’s right, title and interest in the Gross Receivables under this Agreement constitutes an absolute assignment of such assets such that, as a result: (a) Section 362(a) of the Bankruptcy Code would not apply to stay payment to the Purchaser of amounts collected with respect to such assets and the identifiable proceeds thereof (as defined in Section 9-102 of the UCC); and (b) such assets and the identifiable proceeds thereof (as defined in Section 9-102 of the UCC) would not be property of LLC’s bankruptcy estate under Section 541 of the Bankruptcy Code.

True Sale Opinion. An Opinion of Counsel to the Seller with respect to a transfer of assets to the Seller under a Transfer Agreement or similar agreement to the effect that, in the event of the bankruptcy or insolvency of the Transferor, a court of competent jurisdiction would determine that the transfer was a “true sale” or “true contribution” such that the assets purported to be transferred would not be part of the bankruptcy estate of such Transferor.