Common use of Sales, Liens Clause in Contracts

Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and the Purchasers provided for herein), and Seller will defend the right, title and interest of the Administrative Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Borgwarner Inc), Receivables Purchase Agreement (Commercial Metals Co), Receivables Purchase Agreement (Borgwarner Inc)

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Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and for the benefit of the Purchasers provided for herein), and the Seller will defend the right, title and interest of the Administrative Agent and for the benefit of the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or any Originator.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (COMMERCIAL METALS Co), Receivables Purchase Agreement (Commercial Metals Co), Receivables Purchase Agreement (Commercial Metals Co)

Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, Seller the Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box Lock‑Box or Lock-Box Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and for the Purchasers benefit of the Lenders provided for herein), and Seller the Borrower will defend the right, title and interest of the Administrative Agent and the Purchasers Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller the Borrower or any Originatorthe Seller.

Appears in 3 contracts

Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)

Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, Seller the Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and for the Purchasers benefit of the Lenders provided for herein), and Seller the Borrower will defend the right, title and interest of the Administrative Agent and the Purchasers Lenders in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller the Borrower or any Originatorthe Seller.

Appears in 1 contract

Samples: Credit and Security Agreement (Martin Marietta Materials Inc)

Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent Agent, the LC Bank and the Purchasers provided for herein), and Seller will defend the right, title and interest of the Administrative Agent Agent, the LC Bank and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Ferro Corp)

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Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and andfor the benefit of the Purchasers provided for herein), and Seller will defend the right, title and interest of the Administrative Agent and andfor the benefit of the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Commercial Metals Co)

Sales, Liens. Other than the ownership and security interests contemplated by the Transaction Documents, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and for the Purchasers benefit of the Purchaser Parties provided for herein), and the Seller will defend the right, title and interest of the Administrative Agent and the Purchasers Purchaser Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or any Originator.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Schneider National, Inc.)

Sales, Liens. Other than the Receivable Interests and the ownership and security interests Security Interests contemplated by the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Lock-Box Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and for the benefit of the Purchasers provided for herein), and Seller will defend the right, title and interest of the Administrative Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kapstone Paper & Packaging Corp)

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