Examples of True Sale Opinion in a sentence

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.
Generally speaking, an entity will use a unique combination of certain assets to generate revenues, based on a given business model.
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.
True Sale Opinion, or similar document indicating the ownership status of the promissory note, identifying the actual owner and the date ownership was acquired.

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 the opinion of counsel delivered in connection with the Purchase Agreement which addresses the questions as to whether in a case under Title 11 of the Bankruptcy Code the conveyances of the Receivables under the Transfer Agreement and under the Purchase Agreement would each be a true sale and not a secured financing; provided, however, that the term “True Sale Opinion” shall be deemed to include a written confirmation from the counsel which previously delivered a True Sale Opinion that the conclusions reached in such prior True Sale Opinion continue to be true and correct and may be relied upon as of the date of such written confirmation.

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. 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.

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: