Perfection of Ownership Interest. Immediately preceding its sale of Receivables to the Seller, the Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Adverse Claim. The Seller owns the Receivables free of any Adverse Claim other than the interests of the Purchasers (through the Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables and Collections to the extent of its Purchase Interest then in effect.
Perfection of Ownership Interest. Immediately preceding its sale of Receivables to the Seller, the Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Adverse Claim. The Seller owns the Receivables free of any Adverse Claim other than the interests of the Purchasers (through the Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables and Collections to the extent of its Purchase Interest then in effect. Other than the ownership or security interest granted to the Agent pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, the Receivables or the Collections. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables or the Collections other than any financing statement relating to the security interest granted to the Agent hereunder or with respect to which a UCC termination statement has been filed on or prior to the date hereof. The Seller has caused or will have caused, within ten days after the date hereof, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the applicable law in order to perfect the conveyance of Receivables by Seller hereunder.
Perfection of Ownership Interest. The Seller owns the Receivables free of any Adverse Claim other than the interests of the Purchasers (through the Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables and Collections, subject to the Permitted Exceptions.
Perfection of Ownership Interest. Immediately preceding its sale of Receivables to Buyer, such Originator was the owner of, and effectively sold, such Receivables to Buyer, free and clear of any Adverse Claim. Buyer owns the Receivables free of any Adverse Claim other than the interests of the Purchasers and the Agent therein that are created by the Second Tier Agreement and, in the case of Receivables not designated as Eligible Receivables, other Adverse Claims.
Perfection of Ownership Interest. Immediately preceding its sale of Receivables to the Buyer, the applicable Originator was the owner of, had good title to, and effectively sold, such Receivables to the Buyer, free and clear of any Adverse Claim. Each Originator owns and has good title to the Receivables free of any Adverse Claim other than the interests of the Buyer therein that are created hereby, and the Buyer shall at all times have a valid and continuing ownership interest, enforceable as such against creditors of and purchasers from each Originator, in the Receivables and Collections. Other than the ownership interest granted to the Buyer pursuant to this Agreement, no Originator has pledged, assigned, sold or granted a security interest in, or otherwise conveyed, the Receivables or the Collections. Each Originator has authorized the filing of and is not aware of any financing statements against that include a description of collateral covering the Receivables or the Collections other than any financing statement relating to the security interest granted to the Buyer hereunder. Each Originator has caused or will have caused, within ten days after the date hereof, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the applicable law in order to perfect the conveyance of Receivables by such Originator hereunder.
Perfection of Ownership Interest. Immediately preceding its sale of Receivables to the Seller, the Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Adverse Claim. The Seller owns the Receivables, and all of its other properties and assets free of any Adverse Claim other than the interests of the Purchasers, and their respective successors and assigns (through the Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables and Collections to the extent of its Purchase Interest then in effect.
Perfection of Ownership Interest. Immediately preceding its sale of Transferred Receivables to the Seller, the Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Adverse Claim. The Seller owns the Transferred Receivables, and all of its other properties and assets free of any Adverse Claim other than the interests of the Conduit Purchaser and the Committed Purchaser, and their respective successors and assigns (through the Administrative Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Purchaser Interests, the Receivables and Seller Collateral.
Perfection of Ownership Interest. Immediately prior to the Closing Date, the Seller is the owner of all right, title and interest in and to the Post-Closing Royalty Amounts, free and clear of any and all Liens of any kind whatsoever. On the Closing Date, immediately following Seller’s sale to Buyer of all of its right, title and interest in and to the Post-Closing Royalty Amounts, Buyer will own all right, title and interest in and to the Post-Closing Royalty Amounts, free and clear of any and all Liens of any kind whatsoever. Other than the security interest or the ownership interest granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, any Post-Closing Royalty Amounts.
Perfection of Ownership Interest. Immediately preceding its sale of Receivables to Buyer, Originator was the owner of, and effectively sold, such Receivables to Buyer, free and clear of any Adverse Claim, such that upon the sale, assignment and transfer of such Receivables. Buyer shall own the Receivables free of any Adverse Claim, other than the interests of the Purchasers (through the Agent) therein that are created by the Second Tier Agreement.
Perfection of Ownership Interest. Immediately preceding its sale or contribution of Receivables to Buyer, Originator was the owner of, and effectively sold or contributed, such Receivables to Buyer, free and clear of any Adverse Claim, except for the interests of the Secured Parties therein that are created by the Second Tier Agreement. Other than the ownership interest granted to Buyer pursuant to this Agreement, Originator has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, the Receivables or the Collections. Originator has not authorized the filing of and is not aware of any financing statements against Originator that include a description of collateral covering the Receivables or the Collections other than any financing statement relating to the security interest granted to Buyer hereunder or the Secured Parties under the Second Tier Agreement. Originator has caused or will have caused, within ten days after the date hereof, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the applicable law in order to perfect the conveyance of Receivables and Collections by Originator hereunder.
