Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 31 contracts
Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.), Receivables Financing Agreement (Concentrix Corp), Receivables Financing Agreement (Sabre Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (in the case of the Related Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral.
Appears in 14 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rightCollateral in favor of the Administrative Agent, title and which security interest in, is prior to and all other Adverse Claims arising under the Collateral which (A) security interest has been perfected UCC, and is enforceable as such against creditors of the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and purchasers from the Borrower similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (B) will be free regardless of all Adverse Claims whether enforcement is sought in such Collateral.a proceeding at law or in equity);
Appears in 6 contracts
Samples: Servicing Agreement (Hilton Grand Vacations Inc.), Sale and Contribution Agreement (Hilton Grand Vacations Inc.), Sale and Contribution Agreement (Hilton Grand Vacations Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC or PPSA) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected Sold Assets and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Pledged Collateral.
Appears in 5 contracts
Samples: Receivables Purchase Agreement (NCR Atleos Corp), Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 4 contracts
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc), Joinder Agreement (Exela Technologies, Inc.), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BorrowerOriginator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralClaims.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Compass Minerals International Inc), Purchase and Sale Agreement (Owens & Minor Inc/Va/), Purchase and Sale Agreement (CONSOL Energy Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims (other than a Permitted Adverse Claim) in such Collateral.
Appears in 4 contracts
Samples: Receivables Financing Agreement (Traeger, Inc.), Receivables Financing Agreement (Traeger, Inc.), Receivables Financing Agreement (TGPX Holdings I LLC)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims in such Collateral.
Appears in 4 contracts
Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PG&E Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims in such Collateral.
Appears in 4 contracts
Samples: Receivables Financing Agreement (Lamar Media Corp/De), Receivables Financing Agreement (Lamar Media Corp/De), Receivables Financing Agreement (Lamar Media Corp/De)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral.
Appears in 3 contracts
Samples: Receivables Financing Agreement (Syneos Health, Inc.), Receivables Financing Agreement (Syneos Health, Inc.), Receivables Financing Agreement (Quintiles Transnational Holdings Inc.)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowereach Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be is free of all Adverse Claims in such CollateralClaims.
Appears in 3 contracts
Samples: Sale and Contribution Agreement (Evoqua Water Technologies Corp.), Sale and Contribution Agreement (EnLink Midstream, LLC), Sale and Contribution Agreement (EnLink Midstream Partners, LP)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected (in the case of the Related Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 2 contracts
Samples: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such CollateralCollateral other than Permitted Liens.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hill-Rom Holdings, Inc.), Loan and Security Agreement (Hill-Rom Holdings, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) upon the filing of the UCC financing statements referred to in Section 7.01(o)(iv) and the execution of the Account Control Agreement referred to in Section 7.01(p)(iii), will constitute a perfected security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral, except for Permitted Liens.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bird Global, Inc.), Loan and Security Agreement (Bird Global, Inc.)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowersuch Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be is free of all Adverse Claims in such CollateralClaims.
Appears in 2 contracts
Samples: Sale and Contribution Agreement (Kinetik Holdings Inc.), Sale and Contribution Agreement (Mativ Holdings, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than a Permitted Lien) in such Collateral.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Sylvamo Corp), Receivables Financing Agreement (Sylvamo Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected upon the filing of the UCC financing statements referred to in Section 7.01(o)(iv) and is enforceable against creditors the execution of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.Account Control Agreement referred to in
Appears in 2 contracts
Samples: Loan and Security Agreement (Bird Global, Inc.), Loan and Security Agreement (Bird Global, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) is and will be free of all Adverse Claims in such Collateral.
Appears in 2 contracts
Samples: Financing Agreement (Davey Tree Expert Co), Receivables Financing Agreement (Davey Tree Expert Co)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerSeller’s right, title and interest in, to and under the Collateral Support Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be is free of all Adverse Claims in such CollateralSupport Assets.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerIssuer’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Issuer and (B) will be free of all Adverse Claims in such Collateral.
Appears in 2 contracts
Samples: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BorrowerSub-Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Sub-Originator and (B) will be free of all Adverse Claims in such CollateralClaims.
Appears in 2 contracts
Samples: Sub Originator Sale Agreement (CONSOL Coal Resources LP), Sub Originator Sale Agreement (CONSOL Energy Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC or PPSA) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral Supporting Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims other than Permitted Adverse Claims in such Collateralany Supporting Assets.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Rackspace Technology, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) ownership or security interest has been perfected (or on and after the Closing Date will be perfected) and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 1 contract
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) will be free of all Adverse Claims in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Exact Sciences Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Liens) in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerSeller’s right, title and interest in, to and under the Collateral Support Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Seller and (B) will be free of all Adverse Claims in such CollateralSupport Assets.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centric Brands Inc.)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Oncor Electric Delivery Co LLC)
Perfection Representations. (i) 1. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Integra Lifesciences Holdings Corp)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrower’s its right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Originator and (B) will be free of all Adverse Claims in such Collateral.Receivables and Related Rights. ACTIVE 63668076v9
Appears in 1 contract
Samples: Purchase and Sale Agreement (Synchronoss Technologies Inc)
Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowersuch Sub-Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Sub-Originator and (B) will be free of all Adverse Claims in such CollateralClaims.
Appears in 1 contract
Samples: Sub Originator Purchase and Sale Agreement (Covia Holdings Corp)
Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims other than Permitted Adverse Claims in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Agiliti, Inc. \De)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 1 contract
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowersuch Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralReceivables and Related Rights.
Appears in 1 contract
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims 101 755287315 21689858 in such Collateral.. 102 755287315 21689858
Appears in 1 contract
Samples: Receivables Financing Agreement (Aveanna Healthcare Holdings, Inc.)
Perfection Representations. (i) This i)This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.
Appears in 1 contract
Samples: Receivables Financing Agreement (Alliance Resource Partners Lp)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such CollateralCollateral other than a Permitted Lien.
Appears in 1 contract
Samples: Receivables Financing Agreement (Owens & Minor Inc/Va/)
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which Collateral. (Aii) The security interest of the Administrative Agent (for the benefit of the Secured Parties) in the Collateral has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.or solely with
Appears in 1 contract
Samples: Receivables Financing Agreement
Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowerapplicable Originator’s right, title and interest in, to and under the Collateral Sold Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralSold Assets.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (DCP Midstream, LP)