Liens, Valid Assignment Sample Clauses

Liens, Valid Assignment. Woodbridge Center (Loan No. 1) The $250,000,000 loan to the borrower is secured on a pari passu basis by various notes (A-1 Note in the amount of $130,000,000; A-2 Note in the amount of $60,000,000; and A-3 Note in the amount of $60,000,000.) The Royal Bank of Scotland is contributing the combined A-2 and A-3 Notes to the WFCM 2014-LC16 Trust and contributed the A-1 Note to the WFRBS 2014-C20 Trust. The Mortgage Loan will be serviced pursuant to the WFRBS 2014-C20 Pooling and Servicing Agreement.
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Liens, Valid Assignment. Stamford Plaza Portfolio (Loan No. 3) $270,000,000 loan to the borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $120,000,000, A-2 Note in amount of $50,000,000, each in favor of Citigroup Global Markets Realty Corp. (“Citigroup”), and A-3 Note in amount of $100,000,000 in favor of The Royal Bank of Scotland (“RBS”)). RBS is contributing the A-3 Note to the WFRBS 2014-C22 Trust, and Citigroup will contribute the A-1 and A-2 Notes to one or more future securitizations. The Mortgage Loan will be serviced pursuant to the WFRBS 2014-C22 Pooling and Servicing Agreement; however, after the A-1 Note is securitized, the Mortgage Loan will be serviced pursuant to that other securitization’s pooling and servicing agreement.
Liens, Valid Assignment. The Xxxxxx The related Asset Documents prohibit the related lender from selling the future funding portion of the related Mortgage Loan without the consent of the related borrower unless (i) an event of default is continuing, (ii) all proceeds to be disbursed under the future funding note have been advanced, (iii) it is after October 9, 2020 or (iv) such sale is to a qualified institutional lender.
Liens, Valid Assignment. Seagate Campus (Loan No. 2) The lease for the sole tenant, Seagate Technology LLC, expires May 31, 2028. The tenant has two options to extend the term of such tenant’s lease, one of which, known as “Extension Option B” under such tenant’s lease, would extend the term for a period of five years from the initial expiration date, during which extended period such tenant will have an ongoing right of first offer to purchase the Mortgaged Property upon the borrower’s election to sell the Mortgaged Property. Pursuant to a subordination, non-disturbance and attornment agreement, Seagate Technology LLC has agreed that such right of first offer will be expressly inapplicable to the exercise of any remedies under the related mortgage, including: (i) a purchase of the Mortgaged Property ( or any portion thereof) at a foreclosure sale, (ii) a transfer of the Mortgaged Property (or any portion thereof) to the lender or its designee pursuant to a deed-in-lieu of foreclosure, or (iii) any subsequent sale of the Mortgaged Property (or any portion thereof) by the lender or its designee after such foreclosure or deed-in-lieu of foreclosure. The tenant must exercise either of its options to extend the term by delivering notice to the borrower at least 15 months prior to the initial expiration date.
Liens, Valid Assignment. Colton Corporate Center The full right to assign the related Mortgage Loan is limited by the Asset Documents, which provide that, except during continuance of an event on default on the related Mortgage Loan, such Mortgage Loan cannot be transferred to certain lenders, which prohibited lenders are defined in the related Asset Documents. The sales of the related Closing Date Collateral Interest to the Depositor and the Issuer, or by the Trustee or Special Servicer pursuant to the Indenture or Servicing Agreement, are permitted under the related Mortgage Loan.

Related to Liens, Valid Assignment

  • Lien; Valid Assignment Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

  • Valid Assignment No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under this Receivables Purchase Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

  • Void Assignment Any sale, exchange or other transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be void and ineffectual and shall not bind or be recognized by the Company or any other party.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Patent Assignment Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Respiratory Development Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.

  • CESSION AND ASSIGNMENT The Service Provider shall not cede, assign, abandon or transfer any of its rights and/or obligations in terms of this Agreement (whether in part or in whole) or delegate any of its obligations in terms of this Agreement, without the prior written consent of the Fund.

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

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