Common use of Ownership of Receivables; Liens Clause in Contracts

Ownership of Receivables; Liens. Each Originator owns each Receivable originated or acquired by it free and clear of any Adverse Claim (other than Permitted Seller 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 any Originator are subject to any Adverse Claims other than Permitted Originator Encumbrances, and there are no facts, circumstances or conditions known to any Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Originator Encumbrances. 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 such Originator's right, title and interest in and to the Receivables originated by it, the Originator Collateral attributable to it, and its other properties and assets. Each Originator has rights in and the power to transfer the Receivables. Each Originator has rights in and the power to transfer each item of the Originator Collateral upon which it purports to grant a Lien hereunder free and clear of any and all Liens other thax Xxxxxxxxx Originator Encumbrances. The Liens granted to Buyer pursuant to SECTION 7.01 will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to Permitted Originator Encumbrances.

Ownership of Receivables; Liens. Each Originator owns each Receivable originated or acquired by it free and clear of any Adverse Claim (other than Permitted Seller 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 any Originator are Collateral is subject to any Adverse Claims other than Permitted Originator Encumbrances, and there are no facts, circumstances or conditions known to any Originator that may result in any Adverse Claims on the Originator Collateral (including Adverse Claims arising under Environmental Laws) other than Permitted Originator Encumbrances. 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 such Originator's right, title and interest in and to the Receivables originated by it, the Originator Collateral attributable to it, it and its other properties and assets. Each Originator has rights in and the power to transfer the Receivables. Each Originator has rights in and the power to transfer each item of the Originator Collateral upon which it purports to grant a Lien xxxxx x Xxxx hereunder free and clear of any and all Liens other thax Xxxxxxxxx than Permitted Originator Encumbrances. The Liens granted to Buyer pursuant to SECTION Section 7.01 will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to Permitted Originator Encumbrances.

Ownership of Receivables; Liens. Each Originator owns each Receivable originated or acquired by it free and clear of any Adverse Claim (other than Permitted Seller 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 On the Closing Date and on each Advance Date, none of the properties and assets (including the Receivables and other Borrower Collateral) of any Originator the Borrower are subject to any Adverse Claims other than Permitted Originator EncumbrancesEncumbrances or Lease Liens, that have not been terminated of record, and there are no facts, circumstances or conditions known to any Originator the Borrower that may result in with respect to the Receivables or any other Borrower Collateral, any Adverse Claims (including Adverse Claims arising under Environmental Lawsenvironmental laws) other than Permitted Originator EncumbrancesEncumbrances or Lease Liens. Each Originator On the Closing Date and on each Advance Date, the Borrower 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 such Originator's the Borrower’s right, title and interest in and to the Receivables originated by it, the Originator and other Borrower Collateral attributable to it, and its other properties and assets. Each On the Closing Date and on each Advance Date, (x) no effective financing statements or other similar instruments are of record in any filing office listing the Borrower, the Originator has rights in or any Seller as debtor and the power to transfer the Receivables. Each Originator has rights in and the power to transfer each item covering any of the Originator Receivables or the other Borrower Collateral upon which it purports (except those filed in respect of Permitted Encumbrances and those representing security interests of third parties that have been released but, due to grant a Lien hereunder free administrative error, have not been terminated of record), and clear of any and all Liens other thax Xxxxxxxxx Originator Encumbrances. The (y) the Liens granted to Buyer the Administrative Agent pursuant to SECTION 7.01 Section 7.1 are and will be at all times be fully perfected first priority Liens in and to the Originator Borrower Collateral, subject only to Permitted Originator Encumbrances.

Ownership of Receivables; Liens. Each Except the Lien of the Collateral Agent on the Receivables which Lien will be automatically released upon Transfer thereof pursuant to the Increditor Agreement: (i) each Originator owns each Receivable originated or acquired by it free and clear of any Adverse Claim (other than Permitted Seller EncumbrancesOriginator Encumbrances set forth in clauses (a), (h) and (j) of the definition of such term) 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 from such Originator on such date, free and clear of any Adverse Claim or restrictions on transferability. As ; (ii) as of the Closing Date, none of the other assets and properties and assets of any such Originator are subject to any Adverse Claims other than Permitted Originator Encumbrances, and there are no facts, circumstances or conditions known to any Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Originator Encumbrances. Each ; (iii) 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 such Originator's right, title and interest in and to the Receivables originated by it, the Originator Collateral attributable to it, it and its other properties and assets. Each ; (iv) each Originator has rights in and the power to transfer the Transfer each Receivable originated by it and Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables. Each Originator has rights , LLC Receivables Sale and Contribution Agreement included in and the power to transfer each item of the Originator Collateral Collateral, together with all related Contracts, Collections and Records, and upon which it purports to grant a Lien xxxxx x Xxxx hereunder free and clear of any and all Liens other thax Xxxxxxxxx than Permitted Originator Encumbrances. The Encumbrances and (v) the Liens granted to Buyer pursuant to SECTION Section 7.01 will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to Permitted Originator EncumbrancesEncumbrances set forth in clauses (a), (h) and (j) of the definition of such term.