Quality of Title; Valid Sale; Etc Sample Clauses

Quality of Title; Valid Sale; Etc. Upon its creation and prior --------------------------------- to its sale or contribution to the Buyer under this Agreement, it is the legal and beneficial owner of each of the Receivables and the Related Rights free and clear of any Lien; and upon each purchase or contribution the Buyer shall acquire a valid and enforceable ownership interest in each Receivable then existing or thereafter arising and in the Related Rights with respect thereto, free and clear of any Lien. Each Receivable constitutes an "account" as such term is defined in the UCC. No effective financing statement or other instrument similar in effect covering any Receivable or Related Rights with respect thereto is on file in any recording office, except those filed in favor of the Buyer pursuant to this Agreement and in favor of the Trustee pursuant to the Pooling and Servicing Agreement.
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Quality of Title; Valid Sale; Etc. Upon its creation and prior to its sale or contribution to the Initial Purchaser under this Agreement, it is the legal and beneficial owner of each of the Receivables and the Related Rights originated by it free and clear of any Lien; and upon each purchase or contribution the Initial Purchaser shall acquire a valid and enforceable ownership interest in each Pool Receivable then existing or thereafter arising and in the Related Rights with respect thereto, free and clear of any Lien, enforceable against all creditors of, and purchasers from, Maxtor. Each Pool Receivable constitutes an "account" as such term is defined in the UCC. No effective financing statement or other instrument similar in effect covering any Pool Receivable or Related Rights with respect thereto is on file in any recording office, except those filed in favor of the Initial Purchaser pursuant to this Agreement and in favor of the Administrator pursuant to the Receivables Purchase Agreement and except those that will be terminated on the Initial Closing Date.
Sample 1
Quality of Title; Valid Sale; Etc. Upon its creation and prior to its sale (or contribution) to the Initial Purchaser under the Purchase and Sale Agreement, such Originator is the legal and beneficial owner of each of the Receivables and Related Assets and the items described in Section 1.2(c) of the Purchase and Sale Agreement free and clear of any Adverse Claim; and (i) upon each purchase (or contribution) the Initial Purchaser shall acquire a valid and enforceable first priority perfected ownership interest in each Receivable then existing or thereafter arising, in the Related Assets with respect thereto, and the items described in Section 1.2(c) of the Purchase and Sale Agreement, free and clear of any Adverse Claim; or (ii) the Purchase and Sale Agreement creates a security interest in favor of the Initial Purchaser in the items described in Section 1.9(b) of the Purchase and Sale Agreement, and the Initial Purchaser has a first priority perfected security interest in such items, free and clear of any Adverse Claims. Each Receivable constitutes an "account" as such term is defined in the UCC. No effective UCC financing statement or other instrument similar in effect covering any Receivable or Related Asset with respect thereto or any Lock-Box Account or any other item described in Section 1.9(b) of the Purchase and Sale Agreement is on file in any recording office, except those filed in favor of the Initial Purchaser pursuant to the Purchase and Sale Agreement and in favor of the Administrator pursuant to the Receivables Purchase Agreement.
Sample 1
Quality of Title; Valid Sale; Etc. The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim; upon each purchase or reinvestment, the Issuer shall acquire a valid and enforceable perfected undivided percentage ownership interest, to the extent of the Purchased Interest, in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections and other proceeds, with respect thereto, free and clear of any Adverse Claim. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto or any Lock-Box Account is on file in any recording office, except those filed in favor of the Issuer relating to the Agreement.
Sample 1
Quality of Title; Valid Sale; Etc. Immediately prior to any sale or contribution to the Buyer under this Agreement, Indian Industries is the legal and beneficial owner of each of the Assigned Receivables and the Related Rights free and clear of any Lien; and upon each purchase or contribution the Buyer shall acquire a valid and enforceable ownership interest in each Assigned Receivable and in the Related Rights then existing or thereafter arising with respect thereto, free and clear of any Lien. Each Assigned Receivable constitutes an "account" as such term is defined in the UCC. No effective financing statement or other instrument similar in effect covering any Assigned Receivable or Related Rights with respect thereto is on file in any recording office, except those filed in favor of the Buyer pursuant to this Agreement.
Sample 1
Quality of Title; Valid Sale; Etc. Upon its creation and prior to its sale to the Initial Purchaser under this Agreement, it is the legal and beneficial owner of each of the Pool Receivables and Related Assets free and clear of any Adverse Claim; and upon each purchase the Initial Purchaser shall acquire a valid and enforceable ownership interest in each Pool Receivable then existing or thereafter arising, in the Related Assets with respect thereto, and the items described in Section 1.2(c) of the Purchase and Sale Agreement, free and clear of any Adverse Claim, which interest has been duly perfected; the Purchase and Sale Agreement creates a valid ownership interest in favor of the Initial Purchaser in the items described in Section 1.10(b) of this Purchase and Sale Agreement, free and clear of any Adverse Claims, which interest has, to the extent required, been duly perfected. No effective financing statement or other instrument similar in effect naming Initial Purchaser or any Originator as debtor and covering any Pool Receivable or Related Asset with respect thereto or any Lock-Box Account or any other item described in Section 1.10(b) of this Purchase and Sale Agreement is on file in any recording office, except those filed in favor of the Initial Purchaser pursuant to the Purchase and Sale Agreement and in favor of the Issuer pursuant to the Receivables Purchase Agreement.
Sample 1
Quality of Title; Valid Sale; Etc. Immediately prior to the Initial Sale, AG is the legal and beneficial owner of each of the Assigned Receivables and the Related Rights free and clear of any Lien; and the Buyer shall acquire a valid and enforceable ownership interest in each Assigned Receivable and in the Related Rights then existing or thereafter arising with respect thereto, free and clear of any Lien. Each Assigned Receivable constitutes an "account" as such term is defined in the UCC. No effective financing statement or other instrument similar in effect covering any Assigned Receivable or Related Rights with respect thereto is on file in any recording office, except those filed in favor of the Buyer pursuant to this Agreement. All Receivables were purchased by AG from Escalade Affiliates in accordance with the terms and conditions contained in those certain receivables purchase agreements entered into by and between AG and such Escalade Affiliates. The Assigned Receivables constitute all of the Receivables owned by AG as of the Effective Date.
Sample 1
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Quality of Title; Valid Sale; Etc. Upon its creation and at the time of its sale or, in the case of Feed only, contribution to the SPV Purchaser under this Agreement, it is the legal and beneficial owner of each of the Receivables and the Related Rights originated by it free and clear of any Lien or other claim (including, without limitation, any Lien or other claim in favor of or by such Originator, or any Obligor or any other Person, whether or not asserting any such Lien or claim through or on behalf of such Originator or any Obligor except for the Lien of this Agreement and the Receivables Purchase Agreement); and upon each purchase or contribution the SPV Purchaser shall acquire a valid and enforceable perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Rights with respect thereto, free and clear of any Lien, except for the Lien of this Agreement and the Receivables Purchase Agreement, enforceable against all creditors of, and purchasers from, such Originator and each of the other Originators. Each Receivable originated by it constitutes an "account" as such term is defined in the UCC. No financing statement or other instrument similar in effect covering any Receivable originated by it or Related Rights with respect thereto is on file in any recording office, except those filed in favor of (i) the SPV Purchaser pursuant to this Agreement, and (ii) the Administrator pursuant to the Receivables Purchase Agreement.
Sample 1

Related to Quality of Title; Valid Sale; Etc

  • Quality of Title Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii), and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii). No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.

  • Protection of Title to Trust Property (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • Passage of Title Title to all Purchased Assets shall pass from Seller to Buyer at Closing, subject to the terms and conditions of this Agreement. Buyer assumes no risk of loss to the Purchased Assets prior to Closing.

  • Protection of Title to Trust (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

  • Special Warranty of Title Seller shall warrant and defend the title to the Properties conveyed to Buyer against every person whomsoever lawfully claiming the Properties or any part thereof by, through or under Seller or its Affiliate, but not otherwise.

  • Passage of Title and Risk of Loss Legal title, equitable title and risk of loss with respect to the Acquired Assets will not pass to Buyer until the Acquired Assets are transferred at the Closing.

  • Title to, Liens on, and Sale and Use of Collateral Each Loan Party represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (a) all of its and its Subsidiaries' Collateral is and will continue to be owned by such Loan Party or the relevant Subsidiary, as applicable, free and clear of all Liens whatsoever, except for Permitted Liens; (b) the Agent's Liens in such Collateral will not be subject to any prior Lien other than (x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory, Accounts, and the proceeds thereof, to Permitted Liens described in clauses (c), (d), (e), (g), (h) and (i) of the definition thereof and (y) in the case of the Agent's Liens encumbering Collateral consisting of Inventory, Accounts, and the proceeds thereof, the Liens set forth on Schedule 9.16, and in each case under clauses (x) and (y) above shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or other Person; (c) such Loan Party will (and will cause each of its Subsidiaries to) use, store, and maintain such Collateral with all reasonable care and will use such Collateral for lawful purposes only; and (d) such Loan Party will not (and will cause each of its Subsidiaries not to) except as otherwise permitted by this Agreement, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of such Collateral except for sales of Inventory in the ordinary course of business, the use of cash to the extent not prohibited herein, and sales of Equipment as permitted by Section 6.10. The inclusion of proceeds in the Collateral shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral except as expressly permitted herein.

  • Notice of Title Defects Buyer shall provide Seller notice of all Title Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date (the “Title Claim Date”). To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Title Claim Date, (c) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (e) include the Title Defect Value, as reasonably determined by Buyer in good faith, and (f) comply with the limitations and Title Defect Value qualifications set forth in Section 4.14. Any matters identified by Buyer during the Examination Period that constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances and Assumed Obligations hereunder. Upon receipt of notices of Title Defects, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending ninety (90) days after the Closing to cure such defect. If Seller should not elect to cure a Title Defect, and no aspect of such defect is reasonably in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Title Defect Value.

  • Purchases of Portfolio Shares for Sale to Customers (a) In offering and selling Portfolio shares to your customers, you agree to act as dealer for your own account; you are not authorized to act as agent for us or for any Portfolio.

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