Other Liens; Adverse Claims Sample Clauses

Other Liens; Adverse Claims. 3.4.1 Each Issuer represents and warrants that: (a) it has not granted a security interest in, or assigned its right, title and interest in, all or any part of the Pledged Accounts or the Pledged Account Funds therein or any proceeds thereof, other than the Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Pledge and Security Agreement, other than Permitted Liens; (b) it has not executed and is not aware of any effective financing statement, security agreement, control agreement or other instrument similar in effect covering all or any part of the Pledged Accounts or the Pledged Account Funds or any proceeds thereof, except such as may have been filed in connection with the Pledge and Security Agreement and other than in connection with Permitted Liens; and (c) it has full power and authority to grant a security interest in, and assign its right, title and interest in, the Pledged Accounts and the Pledged Account Funds and all proceeds thereof. Each Issuer covenants that it will not grant a security interest in, or assign its right, title and interest in, the Pledged Accounts or the Pledged Account Funds therein or any proceeds thereof, other than the Liens under the Pledge and Security Agreement and other Permitted Liens.
Sample 1Sample 2
AutoNDA by SimpleDocs
Other Liens; Adverse Claims. 3.4.1 Each Financing Party represents and warrants, as of the date hereof, that: (a) it has not granted a security interest in, or assigned its right, title and interest in, all or any part of the Accounts or the Account Funds or any proceeds thereof, other than the Liens in favor of the Collateral Agent for the benefit of the Secured Parties granted hereunder and under the other Financing Documents and other Permitted Liens; (b) it has not executed and is not aware of any effective financing statement, security agreement, control agreement or other instrument similar in effect covering all or any part of the Accounts or the Account Funds or any proceeds thereof, except such as may have been filed in connection with this Agreement and the other Financing Documents or in connection with Permitted Liens and (c) it has full power and authority to grant a security interest in, and assign its right, title and interest in, the Accounts and the Account Funds and all proceeds thereof pursuant to this Agreement. Each Financing Party covenants that it will not grant a security interest in, or assign its right, title and interest in, the Accounts or the Account Funds or any proceeds thereof, other than the Liens granted hereunder and under the other Financing Documents and other Permitted Liens. 3.4.2 The Depositary Agent, to the best of its knowledge without any independent investigation, has no knowledge of any Lien on the Accounts or the Account Funds other than the interests of the Collateral Agent, the Depositary Agent and the Financing Parties as provided herein. In the event that the Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or Account Funds, the Depositary Agent hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Agent for the benefit of the Secured Parties. 3.4.3 Each of the Collateral Agent and the Depositary Agent, to the best of its knowledge without any independent investigation, has no notice of any adverse claim to the Account Funds, any Account or any financial asset credited thereto, or to security entitlements with respect thereto. 3.4.4 The Account Funds shall not be subject to deduction, set-off, banker's lien or any other right in favor of any Person other than the Liens in favor of the Collateral Agent and other Permitted Liens. 3.5
Sample 1

Related to Other Liens; Adverse Claims

  • Adverse Claims Borrower will promptly advise Lender in writing of any litigation, Liens or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay or adversely affect the Repairs or Capital Replacements.

  • No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.

  • Other Adverse Claims or Interests Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Transaction SUBI to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim on any interest therein, and the Seller shall defend the right, title and interest of the Buyer in, to and under the Transaction SUBI against all claims of third parties claiming through or under the Seller.

  • Adverse Claim (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

  • Permitted Liens Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

  • Other Liens Not to create, assume, or allow any security interest or lien (including judicial liens) on property the Borrower now or later owns, except:

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • No Adverse Claim The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

  • Liens Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

Time is Money Join Law Insider Premium to draft better contracts faster.