Protection of Ownership Interest of Purchaser Sample Clauses

Protection of Ownership Interest of Purchaser. (a) Seller will from time to time do and perform any and all acts (other than the payment of money) and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statements or continuation statements relating to the Purchased Assets, the Accounts and/or the interests purchased pursuant hereto) for filing under the provisions of the UCC or other applicable statute of any applicable jurisdiction, the execution, amendment or supplementation of any instrument of transfer as may be reasonably requested by Purchaser in order to effect the purposes of this Agreement and the sale contemplated hereunder and to perfect and protect the interest of Purchaser in the Purchased Assets against all Persons whomsoever to the maximum extent necessary to protect Purchaser's interest; provided, however, that, notwithstanding the foregoing, so long as no MCC Event of Default or MCC Change of Control (each as defined in the Services Agreement) has occurred and is continuing, Seller shall be under no obligation (i) to obtain any estoppel, waiver or consent from any Person relating to or in respect of any Equipment, (ii) to deliver original counterparts of any or all Account Documents to Purchaser, or (iii) to notify any Account Party of Purchasers' interest in the Purchased Assets. Notwithstanding the foregoing, in the event that Purchaser assumes servicing responsibilities for any Account pursuant to Section 2 of Exhibit A to the Services Agreement, Purchaser shall have the right to cause Seller to take the actions described in clauses (i) through (iii) above with respect to such Account.
Sample 1
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Protection of Ownership Interest of Purchaser. (i) Seller will from time to time do and perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statements or continuation statements relating to the Purchased Assets and Equipment, the Accounts and/or the interests purchased pursuant hereto) for filing under the provisions of the UCC or other applicable statute of any applicable jurisdiction, the execution, amendment or supplementation of any instrument of transfer as may be reasonably requested by Purchaser in order to effect the purposes of this Agreement and the sale contemplated hereunder and to perfect and protect the interest of Purchaser in the Purchased Assets and Equipment against all Persons whomsoever.
Sample 1

Related to Protection of Ownership Interest of Purchaser

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

  • Protection of Ownership Interests of the Purchasers (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. After the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Liability of Owner or Beneficial Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

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