Good Title to Conveyed Transferred Assets. i. In respect of each Initial Conveyance, the Seller, as of the date of such Initial Conveyance, has not assigned, pledged, or otherwise conveyed or encumbered any interest in each Transferred Asset to any other person, which assignment, pledge, conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser from the Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller (including any Adverse Claim), and the Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser and, upon the Conveyance of such Transferred Asset to the Purchaser, the Purchaser shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Seller. ii. In respect of each Subsequent Conveyance, the Seller has not assigned, pledged, or otherwise conveyed or encumbered any interest in the Transferred Assets being Conveyed to any other person, which assignment, pledge, conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser from the Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller (including any Adverse Claim), and the Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser and, upon the Conveyance of such Transferred Asset to the Purchaser, the Purchaser shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Seller.
Appears in 3 contracts
Samples: Sale and Contribution Agreement (FS Investment Corp III), Sale and Contribution Agreement (FS Investment Corp II), Sale and Contribution Agreement (FS Energy & Power Fund)
Good Title to Conveyed Transferred Assets. i. In respect of each Initial Conveyance, the Seller, as of the applicable date of such Initial Conveyanceany Conveyance thereunder, has not assigned, pledged, or otherwise conveyed Conveyed or encumbered any interest in each Transferred Asset to any other person, which assignment, pledge, conveyance Conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser Intermediate Seller from the Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller (including any Adverse Claim), and the Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser Intermediate Seller and, upon the Conveyance of such Transferred Asset to the PurchaserIntermediate Seller, the Purchaser Intermediate Seller shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Seller.
ii. In respect of each Subsequent Conveyance, the Seller has not assigned, pledged, or otherwise conveyed Conveyed or encumbered any interest in the Transferred Assets being Conveyed to any other person, which assignment, pledge, conveyance Conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser Intermediate Seller from the Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller (including any Adverse Claim), and the Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser Intermediate Seller and, upon the Conveyance of such Transferred Asset to the PurchaserIntermediate Seller, the Purchaser Intermediate Seller shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Seller.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (HPS Corporate Lending Fund), Sale and Contribution Agreement (HPS Corporate Lending Fund)
Good Title to Conveyed Transferred Assets. i. In respect of each Initial Conveyance, the Intermediate Seller, as of the applicable date of such Initial Conveyanceany Conveyance thereunder, has not assigned, pledged, or otherwise conveyed Conveyed or encumbered any interest in each Transferred Asset to any other person, which assignment, pledge, conveyance Conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser from the Intermediate Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Intermediate Seller (including any Adverse Claim), and the Intermediate Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser and, upon the Conveyance of such Transferred Asset to the Purchaser, the Purchaser shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Intermediate Seller.
ii. In respect of each Subsequent Conveyance, the Intermediate Seller has not assigned, pledged, or otherwise conveyed Conveyed or encumbered any interest in the Transferred Assets being Conveyed to any other person, which assignment, pledge, conveyance Conveyance or encumbrance remains effective as of the applicable Purchase Date. Immediately prior to the purchase of any of the Transferred Asset by the Purchaser from the Intermediate Seller, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Intermediate Seller (including any Adverse Claim), and the Intermediate Seller is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser and, upon the Conveyance of such Transferred Asset to the Purchaser, the Purchaser shall be the sole owner of such Transferred Asset free of any Adverse Claim created by the Intermediate Seller.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (HPS Corporate Lending Fund), Sale and Contribution Agreement (HPS Corporate Lending Fund)
Good Title to Conveyed Transferred Assets. i. In respect of each Initial Conveyance, the SellerTransferor, as of the date of such Initial Conveyance, has not assigned, pledged, pledged or otherwise conveyed or encumbered any interest in each Transferred Asset to any other person, which assignment, pledge, conveyance or encumbrance remains effective as of the applicable Purchase Conveyance Date. Immediately prior to the purchase transfer of any of the Transferred Asset by the Purchaser Transferee from the SellerTransferor, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller Transferor (including any Adverse Claimadverse claim), and the Seller Transferor is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser Transferee and, upon the Conveyance of such Transferred Asset to the PurchaserTransferee, the Purchaser Transferee shall be the sole owner of such Transferred Asset free of any Adverse Claim adverse claim created by the SellerTransferor.
ii. In respect of each Subsequent Conveyance, the Seller Transferor has not assigned, pledged, pledged or otherwise conveyed or encumbered any interest in the Transferred Assets being Conveyed to any other person, which assignment, pledge, conveyance or encumbrance remains effective as of the applicable Purchase Conveyance Date. Immediately prior to the purchase Conveyance of any of the Transferred Asset by the Purchaser Transferee from the SellerTransferor, such Transferred Asset is free and clear of any lien, encumbrance or impediment to transfer created by Seller Transferor (including any Adverse Claimadverse claim), and the Seller Transferor is the sole record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Transferred Asset to the Purchaser Transferee and, upon the Conveyance of such Transferred Asset to the PurchaserTransferee, the Purchaser Transferee shall be the sole owner of such Transferred Asset free of any Adverse Claim adverse claim created by the SellerTransferor.
Appears in 1 contract
Samples: Contribution Agreement (Onex Direct Lending BDC Fund)