True Sales Clause Samples
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True Sales. (a) Each of AG and the Buyer intends the transaction hereunder constitutes an absolute and irrevocable purchase and sale of Receivables and the Related Rights by AG to the Buyer providing the Buyer with the full benefits of ownership of the Assigned Receivables, and neither party hereto intends the transaction contemplated hereunder to be, or for any purpose to be characterized as, a loan or similar advance from the Buyer to AG 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 Assigned Receivables and Related Rights hereunder is characterized by a court or other Governmental Authority as a loan rather than a sale, AG shall be deemed hereunder to have granted to the Buyer, and AG hereby grants to the Buyer, a security interest in all of AG's right, title and interest in, to and under all of the Assigned Receivables and Related Rights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of AG's obligations (monetary or otherwise) arising under, pursuant to or by virtue of this Agreement (including any loan deemed to have 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 Buyer shall have, with respect to the property described in this Section 1.3, and in addition to all the other rights and remedies available to the 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 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. Funding Trust II and Funding Trust I intend that the transactions contemplated hereby be true sales of the Receivables and other Receivables Assets by Funding Trust II to Funding Trust I providing Funding Trust I with the full benefits of ownership of the Receivables and other Receivables Assets free and clear of any liens, and neither Funding Trust II nor Funding Trust I intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a loan from Funding Trust I to Funding Trust
True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator which is a Subsidiary of Seller has been sold, transferred, conveyed and assigned to Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan.
True Sales. (a) It is the express intention of Buyer and Seller that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is absolute and irrevocable and that provides Buyer with the full benefits of ownership of the Conveyed Property, and not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to all of Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer.
(b) Buyer and Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.
True Sales. Any and all interest of the applicable Approved Originator in, to and under any Purchased Loan has been sold, transferred, conveyed and assigned directly to such Seller pursuant to a legal sale and the applicable Approved Originator retains no interest in such Purchased Loan.
True Sales. For each Purchased Asset with respect to which the originator, issuer or prior owner is an Affiliate of Seller, any and all interest of such originator, issuer or prior owner has been sold, transferred, conveyed and assigned to Seller pursuant to a legal and true sale and such originator, issuer or prior owner retains no interest in such Purchased Asset, and if so requested by Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to Buyer.
True Sales. The Seller and ARSC intend the transfers of ARSC Purchased Assets hereunder to be true sales by the Seller to ARSC that are absolute and irrevocable and to provide ARSC with the full benefits of ownership of the ARSC Purchased Assets, and neither the Seller nor ARSC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ARSC to the Seller, secured by the ARSC Purchased Assets.
True Sales. The Originator and the Buyer intend the transfers of Cartus Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the Cartus Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the Cartus Purchased Assets.
True Sales. The Originator and the Buyer intend the transfers of CMSC Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the CMSC Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the CMSC Purchased Assets.
True Sales. Seller and KBK acknowledge and agree that the sale of accounts contemplated and covered hereby are fully intended by the parties hereto as true sales governed by the provisions of Section 306.103 of the Texas Finance Code and Section 9.109(e) of the Texas Business and Commerce Code, as each may be amended from time to time, and, accordingly, legal and equitable title in all of Seller's accounts sold to and purchased by KBK from time to time hereunder will pass to KBK.