Common use of Ownership of Receivables; Liens Clause in Contracts

Ownership of Receivables; Liens. The Parent owns each Receivable originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Date, none of the properties and assets of the Parent or any other Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to the Parent that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. The Parent has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Parent's right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer pursuant to Section 7.01will at all times be fully perfected first priority Liens in and to the Parent Collateral, subject only to Permitted Encumbrances.

Appears in 1 contract

Samples: Receivables Sale and Contribution Agreement (Labor Ready Inc)

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Ownership of Receivables; Liens. The Parent CGS Originator owns each ------------------------------- Receivable originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer GFC will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Date, none of the properties and assets of the Parent or any other CGS Originator are subject to any Adverse Claims Liens other than Permitted EncumbrancesEncumbrances and Credit Facility Liens, and there are no facts, circumstances or conditions known to the Parent CGS Originator that may result in any Adverse Claims Liens (including Adverse Claims Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances and Credit Facility Liens. The Parent CGS Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the ParentCGS Originator's right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer GFC pursuant to Section 7.01will 7.01 will ------------ at all times be fully perfected first priority Liens in and to the Parent Transfer Agreement Collateral, subject only to Permitted EncumbrancesEncumbrances and Credit Facility Liens.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Callaway Golf Co /Ca)

Ownership of Receivables; Liens. The Parent Each Selling Subsidiary owns each Receivable originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer Parent will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Date, none of the properties and assets of the Parent or any other Originator Selling Subsidiary are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to the Parent any Selling Subsidiary that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. The Parent Each Selling Subsidiary has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Parentsuch Selling Subsidiary's right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer Parent pursuant to Section 7.01will 7.01 will at all times be fully perfected first priority Liens in and to the Parent Subsidiary Collateral, subject only to Permitted Encumbrances.

Appears in 1 contract

Samples: Receivables Sale Agreement (Labor Ready Inc)

Ownership of Receivables; Liens. The Parent Each Originator owns each Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Effective Date, none of the properties and assets of the Parent or any other Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to the Parent any Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. The Parent Each Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Parentsuch Originator's right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer pursuant to Section 7.01will 7.01 ------------ will at all times be fully perfected first priority Liens in and to the Parent Originator Collateral, subject only to Permitted Encumbrances.

Appears in 1 contract

Samples: Receivables Sale Agreement (Imperial Sugar Co /New/)

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Ownership of Receivables; Liens. The Parent Originator owns each Receivable originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer SFC will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Date, none of the properties and assets of the Parent or any other Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to the Parent Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. The Parent Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect the Parent's Originator’s right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer SFC pursuant to Section 7.01will 6.01 will at all times be fully perfected first priority Liens in and to the Parent Originator Collateral, subject only to Permitted Encumbrances.

Appears in 1 contract

Samples: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)

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