Conveyance of Conveyed Assets; Security Interests Sample Clauses

Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder or under any other Transaction Document, the Sellers will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and SierxxXxxxxx.xxx xxxll defend the right, title, and interest of the Owner Trustee, on behalf of the Trust, the Indenture Trustee and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Sellers; provided, however, that nothing in this Section 4.01(d) shall prevent or be deemed to prohibit SierxxXxxxxx.xxx xxxm suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if SierxxXxxxxx.xxx xxxll concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.
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Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder, or under any Transaction Document, the Originator will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien, on any Conveyed Asset, or any interest therein and the Originator shall defend the right, title, and interest of the Transferors, the Trust, the Indenture Trustee, the Note Insurer and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming, through or under the Originator; provided, however, that nothing in this Section 4.01(f) shall prevent or be deemed to prohibit the Originator from suffering to exist upon any of the Conveyed Assets any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Originator shall concurrently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto and such contests pose no risk of forfeiture.
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Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances under the Contribution Agreement Supplements and pursuant to the Master Facility Agreement, ABS will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any Asset, or any interest therein and ABS shall defend the right, title, and interest of the Related Obligors and their successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming through or under ABS; provided, however, that nothing in this Section 4.01(h), shall prevent or be deemed to prohibit ABS from suffering to exist upon any of the Conveyed Assets any Adverse Claim for federal, state, municipal or other local taxes if such taxes shall not at the time be due and payable or if ABS shall concurrently be contesting the validity thereof in good faith by appropriate proceedings which act to stay enforcement thereof and shall have set aside on its books adequate reserves with respect thereto.
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Conveyance of Conveyed Assets; Security Interests. Except for the transfers and conveyances hereunder, under any PA Assignment or under any other Basic Document, ALS will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist through ALS any adverse claim, on any Conveyed Asset, or any interest therein and ALS shall defend the right, title, and interest of ALER or its assignees, the Issuer, the Indenture Trustee, the Beneficiaries and their respective successors and assigns in, to, and under the Conveyed Assets, against all claims of third parties claiming through or under ALS.
Sample 1

Related to Conveyance of Conveyed Assets; Security Interests

  • Conveyance of Mortgage Pool Assets; Security Interest Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company's right, title and interest in and to the Mortgage Pool Assets, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the "Conveyance," and the assets so transferred and assigned to be referred to herein as the "Conveyed Assets"). It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Conveyed Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Conveyed Assets, then

  • Conveyance of the Receivables and the Other Conveyed Property (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

  • Conveyance of the Receivables AND THE OTHER CONVEYED PROPERTY

  • Conveyance of Trust Property (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:

  • Conveyance of Transferred Assets In consideration of the Issuer’s sale and delivery to, or upon the order of, the Seller of all of the Notes and the Certificate on the Closing Date, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Transferred Assets, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date. The sale, transfer, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Conveyance of Interests Effective as of the Closing Date, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, in trust, all the right, title and interest of the Depositor in and to (i) the assets of REMIC I in exchange for the REMIC I Interests, (ii) the REMIC I Regular Interests in exchange for the REMIC II Interests, (iii) the REMIC II Regular Interests in exchange for the REMIC III Interests, (iv) the XX XXXXX III Regular Interests in exchange for the Exchangeable Certificates and (v) the right to receive Excess Interest in exchange for the Class V Certificates. The Trustee acknowledges such assignment and on the Closing Date, and in exchange therefor, the Certificate Registrar, on behalf of the Trustee, has executed and the Authenticating Agent, on behalf of the Trustee, has authenticated and delivered to or upon the order of the Depositor the Regular Certificates, Exchangeable Certificates, Class V Certificates and Class R Certificates in authorized denominations, in each case registered in the name set forth in such order or as so directed in this Agreement.

  • Valid Transfer and Security Interest This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio to the Trustee, for the benefit of the Secured Parties, which upon the delivery of the Required Loan Documents to the Collateral Custodian, the crediting of Loan Assets to the Controlled Accounts and the filing of the financing statements, shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing subject only to Permitted Liens. Neither the Borrower nor any Person claiming through or under Borrower shall have any claim to or interest in the Controlled Accounts and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Borrower in such property as a debtor for purposes of the UCC.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Conveyance of Contracts Section 2.01.

  • Conveyance of the Mortgage Loans (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser.

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