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 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 Section 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 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.

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 Section 8-8- 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 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 AssetsAssets (and without limitation on the foregoing, the Buyer, as entitlement holder, shall have a “security entitlement” to the Purchased Securities).

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 Section 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 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 the Buyer a valid security 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.

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets Asset by the 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 Section 8-102(a)(l102(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 the Buyer and, upon transfer of such Purchased Assets Asset to the Buyer, the 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 the Buyer a valid security interest in all rights, title and interest of Seller in, to and under the Purchased Assets Collateral and the Buyer shall have a valid, perfected first priority security interest in 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 Section 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 the Purchased Assets to the Buyer and, upon Buyer. Upon transfer of such Purchased Assets to the Buyer, the either (A) Buyer shall be the owner of such Purchased Assets free of any adverse claim. In claim (other than any adverse claims or liens created by Buyer), or (B) in the event the related Transaction is recharacterized as a secured financing of the such Purchased Assets, the provisions of this Agreement are effective to create in favor of the Buyer a valid security 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.

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 Section 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 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 the Buyer a valid security 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.

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets Asset by the 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 Section 8-102(a)(l102(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 the Buyer and, upon transfer of such Purchased Assets Asset to the Buyer, the 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 the Buyer a valid security 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 the possession by Custodian, and Buyer shall have a valid, perfected first priority security interest in the such Purchased Assets.

Good Title to Purchased Assets. Immediately prior to the purchase of any Purchased Assets by the Buyer Buyers from Seller, such Purchased Assets are free and clear of any lien, encumbrance or impediment to transfer (including any “"adverse claim” " as defined in Section 8-102(a)(l102(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 the Buyer Buyers and, upon transfer of such Purchased Assets to the BuyerBuyers, the Buyer Buyers 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 Buyers a valid security interest in all rights, title and interest of Seller in, to and under the Purchased Assets and the Buyer Buyers shall have a valid, perfected first priority security interest in the Purchased AssetsAssets (and without limitation on the foregoing, Buyers, as entitlement holder, shall have a "security entitlement" to the Purchased Securities).