Common use of Quality of Title/Valid Transfers Clause in Contracts

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC hereunder on such date, each ARSC Purchased Asset to be sold to ARSC shall be owned by the Seller free and clear of any Lien (other than any Permitted Lien), and the Seller shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC and its successors and assigns in such ARSC Purchased Assets against all creditors of, and purchasers from, the Seller (subject to Permitted Exceptions). (ii) With respect to each Pool Receivable transferred hereunder on such date, ARSC shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSC’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSC’s successors and assigns or (E) to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employee. (iv) The ARSC Purchase Price constitutes reasonably equivalent value for the ARSC Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC Purchased Assets by ARSC from the Seller constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Buyer hereunder on such date, each ARSC Cartus Purchased Asset to be sold to ARSC the Buyer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Buyer and its successors and assigns in such ARSC Cartus Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool Cartus Receivable transferred hereunder on such date, ARSC the Buyer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Cartus Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a Cartus Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC Cartus Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Buyer pursuant to this Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Buyer’s successors and assigns pursuant to the Receivables Purchase Agreement, the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Buyer’s successors and assigns or (ED) to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employee. (iv) The ARSC CFC Purchase Price constitutes reasonably equivalent value for the ARSC Cartus Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC Cartus Purchased Assets by ARSC the Buyer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Buyer hereunder on such date, each ARSC Cartus Purchased Asset to be sold to ARSC the Buyer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Buyer and its successors and assigns in such ARSC Cartus Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool Cartus Receivable transferred hereunder on such date, ARSC the Buyer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Cartus Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a Cartus Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC Cartus Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Buyer pursuant to this Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Buyer’s successors and assigns pursuant to the Transfer and Servicing Receivables Purchase Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Buyer’s successors and assigns or (ED) to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employee. (iv) The ARSC CRC Purchase Price constitutes reasonably equivalent value for the ARSC Cartus Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC Cartus Purchased Assets by ARSC the Buyer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Buyer hereunder on such date, each ARSC CMSC Purchased Asset to be sold to ARSC the Buyer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Buyer and its successors and assigns in such ARSC CMSC Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool CMSC Receivable transferred hereunder on such date, ARSC the Buyer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool CMSC Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a CMSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC CMSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Buyer pursuant to this Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Buyer’s successors and assigns pursuant to the Receivables Purchase Agreement, the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Buyer’s successors and assigns or (ED) to evidence any Mortgage on a Cartus Home or CFC CMSC Home created by a Transferred Employee. (iv) The ARSC CMF Purchase Price constitutes reasonably equivalent value for the ARSC CMSC Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC CMSC Purchased Assets by ARSC the Buyer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Issuer hereunder on such date, each ARSC KF Purchased Asset to be sold to ARSC the Issuer shall be owned by the Seller free and clear of any Lien (other than any Permitted Lien), and the Seller shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Issuer and its successors and assigns in such ARSC KF Purchased Assets against all creditors of, and purchasers from, the Seller (subject to Permitted Exceptions). (ii) With respect to each Pool Receivable transferred hereunder on such date, ARSC the Issuer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a KF Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC KF Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the CRC Purchase Agreement, (C) in favor of ARSC the Issuer pursuant to this Agreement, (D) in favor of ARSCthe Issuer’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Issuer’s successors and assigns or (E) to evidence any Mortgage on a Cartus Home or CFC CRC Home created by a Transferred Employee. (iv) The ARSC Receivables Purchase Price constitutes reasonably equivalent value for the ARSC KF Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC KF Purchased Assets by ARSC the Issuer from the Seller constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Issuer hereunder on such date, each ARSC CMSC Purchased Asset to be sold to ARSC the Issuer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Issuer and its successors and assigns in such ARSC CMSC Fee Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool CMSC Fee Receivable transferred hereunder on such date, ARSC the Issuer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool CMSC Fee Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a CMSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC CMSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Agreement, Issuer pursuant to this Agreement or (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Issuer’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Issuer’s successors and assigns or (E) to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employeeassigns. (iv) The ARSC Fee Purchase Price constitutes reasonably equivalent value for the ARSC CMSC Fee Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC CMSC Fee Purchased Assets by ARSC the Issuer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Buyer hereunder on such date, each ARSC CMSC Purchased Asset to be sold to ARSC the Buyer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Buyer and its successors and assigns in such ARSC CMSC Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool CMSC Receivable transferred hereunder on such date, ARSC the Buyer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool CMSC Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a CMSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC CMSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Buyer pursuant to this Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSC’s the Buyer's successors and assigns pursuant to the Receivables Purchase Agreement, the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSC’s the Buyer's successors and assigns or (ED) to evidence any Mortgage on a Cartus Home or CFC CMSC Home created by a Transferred Employee. (iv) The ARSC CMF Purchase Price constitutes reasonably equivalent value for the ARSC CMSC Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC CMSC Purchased Assets by ARSC the Buyer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC hereunder on such date, each ARSC Purchased Asset to be sold to ARSC shall be owned by the Seller free and clear of any Lien (other than any Permitted Lien), and the Seller shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC and its successors and assigns in such ARSC Purchased Assets against all creditors of, and purchasers from, the Seller (subject to Permitted Exceptions). (ii) With respect to each Pool Receivable transferred hereunder on such date, ARSC shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus CMSC in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSC’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSC’s successors and assigns or (E) to evidence any Mortgage on a Cartus CMSC Home or CFC CMF Home created by a Transferred Employee. (iv) The ARSC Purchase Price constitutes reasonably equivalent value for the ARSC Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC Purchased Assets by ARSC from the Seller constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Buyer hereunder on such date, each ARSC CMSC Purchased Asset to be sold to ARSC the Buyer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Buyer and its successors and assigns in such ARSC CMSC Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool CMSC Receivable transferred hereunder on such date, ARSC the Buyer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool CMSC Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a CMSC Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC CMSC Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Buyer pursuant to this Agreement, (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Buyer’s successors and assigns pursuant to the Transfer and Servicing Receivables Purchase Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Buyer’s successors and assigns or (ED) to evidence any Mortgage on a Cartus Home or CFC CMSC Home created by a Transferred Employee. (iv) The ARSC CMGFSC Purchase Price constitutes reasonably equivalent value for the ARSC CMSC Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC CMSC Purchased Assets by ARSC the Buyer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the Purchase to be made by ARSC the Issuer hereunder on such date, each ARSC Cartus Purchased Asset to be sold to ARSC the Issuer shall be owned by the Seller Originator free and clear of any Lien (other than any Permitted Lien), and the Seller Originator shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of ARSC the Issuer and its successors and assigns in such ARSC Cartus Fee Purchased Assets against all creditors of, and purchasers from, the Seller Originator (subject to Permitted Exceptions). (ii) With respect to each Pool Cartus Fee Receivable transferred hereunder on such date, ARSC the Issuer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership interest in such Pool Cartus Fee Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior to the sale of an ARSC a Cartus Purchased Asset hereunder on such date, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC Cartus Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus the Originator in accordance with the Pool Relocation Management Agreements, (B) in favor of the Seller in accordance with the Purchase Agreement, Issuer pursuant to this Agreement or (C) in favor of ARSC pursuant to this Agreement, (D) in favor of ARSCthe Issuer’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSCthe Issuer’s successors and assigns or (E) to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employeeassigns. (iv) The ARSC Fee Purchase Price constitutes reasonably equivalent value for the ARSC Cartus Fee Purchased Assets conveyed in consideration therefor on such date, and no purchase of an interest in such ARSC Cartus Fee Purchased Assets by ARSC the Issuer from the Seller Originator constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason.

Quality of Title/Valid Transfers. (i) Immediately before the each Purchase to be made by ARSC hereunder on such datethe Issuer hereunder, each ARSC Purchased Asset to be sold to ARSC the Issuer by the Seller or the Transferor shall be owned by the Seller such party free and clear of any Lien (other than any Permitted Lien), and each of the Seller and the Transferor shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership or security interest of ARSC the Issuer and its successors and assigns assignees in such ARSC Purchased Assets against all creditors of, and purchasers from, the Seller and the Transferor (subject to Permitted ExceptionsLiens). (ii) With respect to each Pool Receivable transferred hereunder on such date, ARSC the Issuer shall acquire a valid and (subject to Permitted Exceptions) perfected ownership or security interest in such Pool Receivable and any identifiable proceeds thereof, free and clear of any Lien (other than any Permitted Liens). (iii) Immediately prior As of the date of transfer of a Purchased Asset to the sale of an ARSC Purchased Asset hereunder on such dateIssuer, no effective financing statement or other instrument similar in effect that covers all or part of any ARSC such Purchased Asset or any interest therein is on file in any recording office except such as may be filed (A) in favor of Cartus in accordance with the Pool Relocation Management AgreementsSeller pursuant to the Receivables Purchase and Sale Agreement, (B) in favor of the Seller in accordance with Transferor pursuant to the Purchase Receivables Sale Agreement, (C) in favor of ARSC the Issuer pursuant to this Agreement, (D) in favor of ARSC’s successors and assigns pursuant to the Transfer and Servicing Agreement or the Indenture or otherwise filed by or at the direction of ARSC’s successors the Issuer, (D) in favor of the Indenture Trustee under the Indenture and assigns or (E) subject to evidence any Mortgage on a Cartus Home or CFC Home created by a Transferred Employeethe terms of the Consent and Release Agreement. (iv) The ARSC Purchase Price owed to it constitutes reasonably equivalent value for the ARSC Purchased Assets conveyed by it in consideration therefor on such date, and no purchase of an interest in such ARSC Purchased Assets by ARSC from the Seller Issuer constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or subject to subordination under similar laws or principles or for any other reason.