Purchased Items. Seller shall not attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement) any of the Purchased Assets or other Purchased Items or any interest therein. Seller shall not, without prior written consent of Buyer, amend or modify, or waive any of the terms and conditions of, or settle or compromise any claim in respect of, any Purchased Asset.
Purchased Items. Unless otherwise provided in connection with a Purchase Commitment, neither Guarantor nor Seller shall attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement or any Joint Securities Account Control Agreement and any Joint Account Control Agreement) any of the Purchased Assets or other Purchased Items or any interest therein.
Purchased Items. 6.5.1 Seller shall:
(a) not cause or permit any liens to attach to any of the Purchased Items; or
(b) not assign any rights thereto (including any servicing rights); or
(c) not undertake with respect to any Mortgage Loan, by execution of any document or otherwise, or otherwise expose Purchaser or its assigns to any liability for cleanup or other obligation under any Requirement of Law designed to protect the environment;
(d) under GAAP and for federal income tax purposes, report each sale of a Mortgage Loan to the Purchaser as a sale of the ownership interest in the Mortgage Loan;
(e) not sell any Mortgage Loan to the Purchaser with any intent to hinder, delay or defraud any of the Seller’s creditors;
(f) not characterize, whether such characterization occurs in its books, records, communications or otherwise, the transactions pursuant to which Purchased Loans are transferred to Purchaser as loans from (and/or conditional assignments to) Purchaser secured by the Purchased Loans;
(g) not assert or represent to any Person that the transactions pursuant to which Purchased Loans are transferred to Purchaser are loans from (and/or conditional assignments to) Purchaser secured by the Purchased Loans;
(h) correct any known misunderstanding with respect to the nature of the transactions pursuant to which Purchased Loans are sold and absolutely assigned to Purchaser;
(i) oppose all requests by any Person before any Regulatory Authority or otherwise, seeking a determination that any transactions pursuant to which Purchased Loans are transferred to Purchaser should be re-characterized as loans from (and/or conditional assignments to) Purchaser secured by the Purchased Loans.
Purchased Items. (a) No Seller has assigned, pledged, or otherwise conveyed or encumbered any Purchased Item to any other Person, and immediately prior to the purchase of any Eligible Mortgage Loan by the Buyers hereunder, and the purchase and pledge of all related Purchased Items, the applicable Seller was the sole owner of such Eligible Mortgage Loan, and all related Purchased Items, and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Buyers and the granting of the Liens in favor of the Agent for the benefit of the Buyers hereunder. No Purchased Item was acquired (by purchase or otherwise) by any Seller from an Affiliate of any Seller other than another Seller.
(b) The provisions of this Repurchase Agreement are intended to transfer the Purchased Items to the Buyers pursuant to a sale, but in the event that any Transaction is deemed to constitute a loan rather than a sale, this Repurchase Agreement and the other Repurchase Documents are effective to create in favor of the Agent, for the benefit of the Buyers, a valid security interest in all right, title and interest of the Sellers in, to and under the Purchased Items.
(c) Upon (i) receipt by the Custodian of each Mortgage Note, endorsed in blank or registered in the MERS System, and each assignment of the related Mortgage, assigned in blank, by a duly authorized officer of the applicable Seller, and (ii) the issuance by the Custodian of the Trust Receipt therefor, the Agent, for the ratable benefit of the Buyers, shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in such Seller's interest in the related Mortgaged Property.
(d) Upon the filing of financing statements on Form UCC-1 naming each Seller as "debtor" and the Agent, for the benefit of the Buyers, as "secured party" and describing the Purchased Items as the "collateral" in the jurisdictions and recording offices listed on Schedule 3 attached hereto, the security interests granted hereunder in the Purchased Items will constitute a fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Sellers in, to and under such Purchased Items which can be perfected by filing under the Uniform Commercial Code.
Purchased Items. Where we have ordered the accurate item, colour and dimensions as approved by you, we cannot take responsibility for or offer refunds for change of mind once goods have been paid for. If there are defects or faults with the purchased items, you may be able to seek remedies directly from the manufacturer/ supplier in accordance with Australian Consumer Laws. Please note that natural variations and tolerances will often not be covered under the supplier’s warranty.
Purchased Items. Subject to the terms of the Principal Agreements, right, title and interest of Seller in, under and to the following:
Purchased Items. Seller shall not attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement or the Joint Securities Agreement) any of the Purchased Assets or other Purchased Items or any interest therein. Seller shall not, without prior written consent of Buyer, amend or modify, or waive any of the terms and conditions of, or settle or compromise any legal claim in respect of, any Purchased Asset other than with respect to minor monetary claims related to ancillary servicing fees paid in the ordinary course of business.
Purchased Items. Except as otherwise contemplated by this Agreement, no Seller Party shall attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement or the related Purchase Commitment) any of the Purchased Assets or other Purchased Items or Residual Collateral or any interest therein. No Seller Party shall, without prior written consent of Buyer, amend or modify, or waive any of the terms and conditions of, or settle or compromise any claim in respect of, any Purchased Item.
Purchased Items. Subject to Section 14 of this Agreement, Sublandlord shall sell to Subtenant the Purchased Items for One Dollar ($1.00), and Sublandlord shall deliver to Subtenant all such Purchased Items free and clear of all liens, security interests and other encumbrances and shall evidence such conveyance to Subtenant by delivery of a Xxxx of Sale in the form annexed as “Exhibit F” upon the Commencement Date. Subtenant covenants with Sublandlord that it will remove the Purchased Items from the Subleased Premises at the end of the Term.
Purchased Items. No Guild Party shall attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement) any of the Purchased Assets or other Purchased Items or Underlying Asset Collateral or any interest therein. No Guild Party shall, without prior written consent of Buyer, amend or modify, or waive any of the terms and conditions of, or settle or compromise any claim in respect of, any Purchased Item.
