Protection of Ownership of the Buyer Sample Clauses

Protection of Ownership of the Buyer. (a) The Seller agrees that from time to time, at its expense, it shall promptly execute and deliver all additional instruments and documents and take all additional action that the Buyer may reasonably request in order to perfect the interests of the Buyer in, to and under, or to protect, the Historical Advances, or to enable the Buyer to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable Law, the Buyer and its successor and assigns shall be permitted to sign and file continuation statements and amendments thereto without the Seller's signature if the Seller shall have failed to sign such continuation statements, amendments or assignments within five (5) Business Days after receipt of a request for such execution from the Buyer. The Seller hereby irrevocably consents to Buyer's execution in Seller's name of continuation statements, amendments or assignments. (b) At any reasonable time and from time to time at the Buyer's reasonable request and upon seven days' prior notice to the Seller, for so long as Seller is the Servicer under the Scheduled Pooling and Servicing Agreements, the Seller shall permit such Person as the Buyer may designate to conduct audits or visit and inspect the Chief Executive Office of the Seller to examine the Records, internal controls and procedures maintained by the Seller with respect to the Historical Advances and take copies and extracts therefrom, and to discuss the Seller's affairs with its officers, employees and, upon notice to the Seller, independent accountants. The Seller hereby authorizes such officers, employees and independent accountants to discuss with the Buyer or its designee the affairs of the Seller. Any audit provided for herein shall be conducted in accordance with Seller's rules respecting safety and security on its premises and without materially disrupting operations. (c) If the Seller shall receive any payments with respect to Historical Advances, the Seller shall hold such payments in trust and shall pay such amounts to the applicable Scheduled Trustee in accordance with the terms of the applicable Scheduled Pooling and Servicing Agreements. (d) The Buyer shall have the right to do all such acts and things as it may deem reasonably necessary to protect its interests hereunder, including, without limitation, confirmation and verification of the existence, amount and status of the Historical Advances.
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Protection of Ownership of the Buyer. The Originator agrees that from time to time, at its expense, it shall promptly execute and deliver all additional instruments and documents and take all additional action that the Buyer may reasonably request in order to perfect the interests of the Buyer in and to, or to protect, the Purchased Assets or to enable the Buyer to exercise or enforce any of its rights hereunder. To the fullest extent permitted by applicable Law, the Buyer shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Originator's signature in such cases where the Originator is obligated hereunder or under the Relevant UCC to sign such statements, amendments or assignments if, after written notice to the Originator, the Originator shall have failed to sign such continuation statements, amendments or assignments within ten (10) Business Days after receipt of such notice from the Buyer. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.
Sample 1

Related to Protection of Ownership of the Buyer

  • Ownership of Owner No By a Deed of Conveyance dated 10th May, 2013 and registered in the Office of the Additional District Sub-Registrar, Chandannagore, Hooghly in Book No. I, CD Volume No.5, Pages from 4056 to 4073, being Deed No.01491 for the year 2013, Jubilant First Trust Healthcare Limited sold to Kalashdhan Plot Managers Private Limited, the Owner No. 1.33 herein, undivided 1/47th (one-forty seventh) share in the Said Property.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Material Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Profinium and/or its Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.

  • Ownership of Documents The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Subrecipient. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Subrecipient without the express written consent of the County.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • Ownership of Documents and Materials A. All documents, records, programs, applications, data, algorithms, film, tape, articles, memoranda, and other materials (the “Materials”) not developed or licensed by the Contractor prior to execution of this Contract, but specifically developed under this Contract shall be considered “work for hire” and the Contractor hereby transfers and assigns any ownership claims to the State so that all Materials will be the property of the State. If ownership interest in the Materials cannot be assigned to the State, the Contractor grants the State a non-exclusive, non-cancelable, perpetual, worldwide royalty-free license to use the Materials and to use, modify, copy and create derivative works of the Materials. B. Use of the Materials, other than related to contract performance by the Contractor, without the prior written consent of the State, is prohibited. During the performance of this Contract, the Contractor shall be responsible for any loss of or damage to the Materials developed for or supplied by the State and used to develop or assist in the services provided while the Materials are in the possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor’s expense. The Contractor shall provide the State full, immediate, and unrestricted access to the Materials and to Contractor’s work product during the term of this Contract.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Data All Data transmitted to the Operator pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Operator further acknowledges and agrees that all copies of such Data transmitted to the Operator, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Data contemplated per the Service Agreement shall remain the exclusive property of the LEA.

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