Common use of Actions Impairing Quality of Title Clause in Contracts

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related Assets, relating to any Receivable Pool, the Lease Contracts, or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, or by the Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, or any Lease Device on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, or the Administrative Agent in accordance with this Agreement or any Transaction document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the Administrative Agent have been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller shall encumber, pledge, assign, or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, or an SCC Receivable.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (SPRINT Corp), Receivables Purchase Agreement (SPRINT Corp)

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Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related AssetsAssets and, relating to any Receivable Poolif applicable, the related Lease ContractsDevice, or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or any Adverse Claim arising under or as contemplated by any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related the Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) ); or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, Asset or any Lease Device on file in any recording office except such as may or as required to be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document Document, including the Third Amendment, or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the Administrative Agent in accordance with this Agreement or any Transaction document Document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) of the Receivables Purchase Agreement or for which the Collateral Agent and the Administrative Agent have has been notified in accordance with Section 7.3(d) of the Receivables Purchase Agreement and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller Originator shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, or an SCC Receivable.

Appears in 2 contracts

Samples: Receivables Sale and Contribution Agreement (SPRINT Corp), Receivables Sale and Contribution Agreement (SPRINT Corp)

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related AssetsAssets and, relating to any Receivable Poolif applicable, the related Lease ContractsDevice, or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or any Adverse Claim arising under or as contemplated by any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the any Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related the Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) ); or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, Asset or any Lease Device on file in any recording office except such as may or as required to be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document Document, including the Third Amendment, or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the applicable Administrative Agent in accordance with this Agreement or any Transaction document Document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller Originator shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (SPRINT Corp)

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related Assets, relating to any Receivable Pool, the Lease Contracts, Contracts or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the applicable Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, Contract or any Lease Device on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the any Administrative Agent in accordance with this Agreement or any Transaction document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, Receivable or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related Assets, relating to any Receivable Pool, the Lease Contracts, Contracts or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the applicable Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, Contract or any Lease Device on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the any Administrative Agent in accordance with this Agreement or any Transaction document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Except as expressly permitted by the Intercreditor Agreement, no Seller shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, Receivable or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

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Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related Assets, relating to any Receivable Pool, the Lease Contracts, or any Lease Device Pool not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the applicable Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, Receivable or any Related Asset, any Lease Contract, or any Lease Device Asset on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the any Administrative Agent in accordance with this Agreement or any Transaction document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, Receivable or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Purchase Agreement (SPRINT Corp)

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related AssetsAssets and, relating to any Receivable Poolif applicable, the related Lease ContractsDevice, or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or any Adverse Claim arising under or as contemplated by any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the any Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related the Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) ); or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any Related Asset, any Lease Contract, Asset or any Lease Device on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the applicable Administrative Agent in accordance with this Agreement or any Transaction document Document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller Except as expressly permitted by the Intercreditor Agreement, no Originator shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (SPRINT Corp)

Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related Assets, relating to any Receivable Pool, the Lease Contracts, or any Lease Device not to be owned by it free and clear of any Adverse Claim (other than any Permitted Adverse Claim or any Adverse Claim arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof), any Purchaser Agent, the Collateral Agent, Agent or by the any Administrative Agent); or take any action that could cause the Collateral Agent not to have a valid ownership free of any Adverse Claim or first priority perfected security interest in its related the Asset Portfolio or the Lease Contracts and all products and proceeds of the foregoing, free and clear of any Adverse Claim (other than any Permitted Adverse Claim or Adverse Claim arising under any Transaction Document) ); or suffer the existence of any valid effective financing statement or other instrument similar in effect covering any Pool Receivable, Receivable or any Related Asset, any Lease Contract, or any Lease Device Asset on file in any recording office except such as may be filed (i) in favor of any Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser, a Purchaser Agent, the Collateral Agent, Agent or the applicable Administrative Agent in accordance with this Agreement or any Transaction document Document or take any action that could cause the Collateral Agent not to have a valid first priority perfected security interest in each Lock-Box Account listed on Schedule 6.1(m) or for which the Collateral Agent and the each Administrative Agent have has been notified in accordance with Section 7.3(d) and all amounts or instruments on deposit or credited therein from time to time (other than Permitted Adverse Claims). No Seller Originator shall encumber, pledge, assign, assign or otherwise transfer, or create or suffer to create a Lien upon, or otherwise finance any other receivable or amount billed on, or otherwise reflected on, the same invoice as an ISC Receivable, a Lease Receivable, an MTM Lease Receivable, or an SCC Receivable.

Appears in 1 contract

Samples: Receivables Sale Agreement (SPRINT Corp)

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