Common use of Initial Assets; Legal and Beneficial Title to Initial Assets Clause in Contracts

Initial Assets; Legal and Beneficial Title to Initial Assets. (i) Schedule 1 lists the Initial Assets, all of which, immediately prior to the applicable Delivery Date, are owned [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. by Xxxxxx and the Initial Asset Trusts; (ii) each Initial Asset Trust that purports to own an Initial Asset has, on the applicable Delivery Date, full legal title to such Initial Asset, free from Encumbrances other than Permitted Encumbrances; (iii) the Beneficial Interest Assignment delivered by Xxxxxx to WEST in respect of the Initial Asset Interest relating to such Initial Asset was effective to irrevocably transfer such Initial Asset Interest; and (iv) the transfer of such Initial Asset Interest is not avoidable or otherwise subject to rescission by reason of any lawful claim of any other Person by or through the Initial Asset Trust or such Initial Asset Interest (including any prior transferor thereof or any Person acting on behalf of or claiming through any such transferor).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Willis Lease Finance Corp), Asset Purchase Agreement (Willis Lease Finance Corp)

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Initial Assets; Legal and Beneficial Title to Initial Assets. (i) Schedule 1 lists the Initial Assets, all of which, immediately prior to the applicable Delivery Date, are owned [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with by (x) Xxxxxx and, if applicable, the Securities and Exchange Commission. by Xxxxxx and the applicable Initial Asset TrustsTrust or (y) the applicable Title Transferor; (ii) each Initial Asset Trust and each Title Transferor that purports to own an Initial Asset has, on the applicable Delivery Date, full legal title to such Initial Asset, free from Encumbrances other than Permitted Encumbrances; (iii) the Beneficial Interest Assignment delivered by Xxxxxx to WEST in respect of the Initial Asset Interest relating to such Initial Asset was effective to irrevocably transfer such Initial Asset Interest; (iv) the Xxxx of Sale delivered to WEST’s nominee that is an Issuer Group Member by a Title Transferor in respect of the Title Transfer Asset was effective to irrevocably transfer such Title Transfer Asset; and (ivv) the transfer of such Initial Asset Interest or Title Transfer Asset, as applicable, is not avoidable or otherwise subject to rescission by reason of any lawful claim of any other Person Person, including by or through the any Initial Asset Trust or such any Initial Asset Interest (including any prior transferor thereof or any Person acting on behalf of or claiming through any such transferor).

Appears in 1 contract

Samples: Asset Purchase Agreement (Willis Lease Finance Corp)

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Initial Assets; Legal and Beneficial Title to Initial Assets. (i) Schedule 1 lists the Initial Assets, all of which, immediately prior to the applicable Delivery Date, are owned [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. by Xxxxxx and the Initial Asset Trusts; (ii) each Initial Asset Trust that purports to own an Initial Asset has, on the applicable Delivery Date, full legal title to such Initial Asset, free from Encumbrances other than Permitted Encumbrances; (iii) the Beneficial Interest Assignment delivered by Xxxxxx to WEST in respect of the Initial Asset Interest relating to such Initial Asset was effective to irrevocably transfer such Initial Asset Interest; and (iv) the transfer of such Initial Asset Interest is not avoidable or otherwise subject to rescission by reason of any lawful claim of any other Person by or through the Initial Asset Trust or such Initial Asset Interest (including any prior transferor thereof or any Person acting on behalf of or claiming through any such transferor). [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Asset Purchase Agreement (Willis Lease Finance Corp)

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