Common use of Good Title to Purchased Assets Clause in Contracts

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-8 102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the equitable owner of such Purchased Assets free of any adverse claim, but subject to the rights of Seller and obligations of Buyer under this Agreement and the other Transaction Documents. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement and the relevant Security Deed are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets subject to the rights of Seller and obligations of Buyer under the Agreement and the other Transaction Documents (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of the Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and the Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, the Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets and other Purchased Items by Buyer Purchaser from Seller, such Purchased Assets and other Purchased Items are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title Marketable Title to and the right to sell and transfer such Purchased Assets and other Purchased Items to Buyer Purchaser and, upon transfer of such Purchased Assets and other Purchased Items to BuyerPurchaser, Buyer Purchaser shall be the owner of such Purchased Assets and other Purchased Items free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased AssetsAssets and other Purchased Items, the provisions of this Agreement are effective to create in favor of Buyer Purchaser a valid “security interest” (as defined in Section 1-201(b)(37201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Purchased Assets Collateral and Buyer Purchaser shall have a valid, perfected first priority security interest in the Purchased Assets Collateral (and without limitation on the foregoing, BuyerPurchaser, as entitlement holder, shall have a “security entitlement” to the Purchased AssetsCollateral).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from SellerSeller hereunder, such Purchased Assets are free and clear of any lien, encumbrance Lien or impediment to transfer (including any “adverse claim” as defined in Article Section 8-102(a)(1) of the UCC), in each case except for Liens to be released simultaneously with such purchase by Buyer, and Seller is the record and beneficial owner of of, and has good and marketable title to and the right to sell and transfer to Buyer, such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the equitable owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and and, without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets Asset by Buyer from Seller, Seller owned such Purchased Assets are Asset free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets Asset to Buyer and, upon transfer of such Purchased Assets Asset to Buyer, Buyer shall be the owner of such Purchased Assets Asset free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement. In If contrary to the event intention of the related parties hereto, any Transaction is recharacterized characterized as a secured financing of the related Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Collateral related to such Purchased Assets to the extent such security interest can be perfected by filing or by delivery to and possession by Custodian, and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the such Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “"adverse claim” " as defined in Article Section 8-102(a)(1102(a)(l) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any adverse claimclaim (other than any adverse claims or liens created by Buyer). In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of the Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of the Seller in, to and under the Purchased Assets Collateral and the Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, the Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased AssetsSecurities).

Good Title to Purchased Assets. (A) Immediately prior to the purchase of any Purchased Assets Asset by Buyer from Seller, such Purchased Assets are Asset is free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article Section 8-102(a)(1102(a)(l) of the UCC), and Seller is the record and beneficial owner of of, and has good and marketable title to to, and the right to sell and transfer such Purchased Assets Asset to Buyer and, upon transfer of such Purchased Assets Asset to Buyer, Buyer shall be the owner of such Purchased Assets Asset free of any adverse claim, subject to the terms and conditions of this Agreement and the Transaction Documents. In the event the related Transaction is recharacterized as a secured financing of the any Purchased AssetsAsset, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under such Purchased Asset and the Purchased Assets related Collateral and Buyer shall have a valid, perfected first priority security interest in the such Purchased Assets Asset. (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” B) Immediately prior to the purchase of any Purchased AssetsAsset by Seller from Originator, such Purchased Asset is free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(l) of the UCC), and Originator was the record and beneficial owner of and had good and marketable title to and the right to sell and transfer such Purchased Asset to Seller.

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets Asset by Buyer from Seller, Seller owned such Purchased Assets are Asset free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article Section 8-102(a)(1) of the UCC), and Seller is was the record and beneficial owner of and has had good and marketable title to and the right to sell and transfer such Purchased Assets Asset to Buyer and, upon transfer of such Purchased Assets Asset to Buyer, Buyer shall be the owner of such Purchased Assets Asset free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement. In If, contrary to the event intention of the related parties hereto, any Transaction is recharacterized characterized as a secured financing of the related Purchased Assets, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets Collateral and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, Buyer, as entitlement holder, shall have a “security entitlement” to the such Purchased Assets).

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by the Buyer from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1Section 8- 102(a)(l) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Assets to the Buyer and, upon transfer of such Purchased Assets to the Buyer, the Buyer shall be the owner of such Purchased Assets free of any adverse claim. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to create in favor of the Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Purchased Assets and the Buyer shall have a valid, perfected first priority security interest in the Purchased Assets (and without limitation on the foregoing, the Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased AssetsSecurities).