Title and No Adverse Claims Sample Clauses

Title and No Adverse Claims. On each Closing Date, the Seller has good and marketable title to the Account Assets (save and except for the claims of any other Co-Owner and, if applicable, Credit Enhancement Provider, under or in respect of a Series Ownership Interest) and immediately prior to any Eligible Account becoming an “Account” hereunder, the Seller will have good and marketable title to the receivables under such account, in each case free and clear of any Liens and adverse claims;
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Title and No Adverse Claims. On each Closing Date, the Seller has good and marketable title to the Account Assets (save and except for the claims of any other Co-Owner and, if applicable, Credit Enhancement Provider, under or in respect of a Series Ownership Interest) and immediately prior to any Eligible Account becoming an “Account” hereunder, the Seller will have good and marketable title to the receivables under such account, in each case free and clear of any Liens and adverse claims; · Pooling and Servicing Agreement · Series Co-Ownership Purchase Agreements · PPSA Filings · Lien Search Report · Asset Selection Report i) Seller had good and marketable title to each Review Receivable, free and clear of all Liens at the time of transfer. a. Review the Lien Searches in applicable jurisdictions. i. confirm that all PPSA filings are listed on the Lien Search Report. ii. confirm that the debtor is listed as RBC or any of its predecessors, successors or assigns. b. Review the PPSA Filing Certificate, the Pooling and Servicing Agreement, and the Series Co-Ownership Purchase Agreements. i. Confirm that the filings were completed to the appropriate party as defined by the Agreements. c. If the above tests are confirmed, then Test Pass.
Sample 1

Related to Title and No Adverse Claims

  • No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.

  • No Adverse Claim The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

  • Adverse Claims Borrower will promptly advise Lender in writing of any litigation, Liens or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay or adversely affect the Repairs or Capital Replacements.

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Notice of Adverse Claims Except for the claims and interests of the Secured Party and the Lien Grantor in the Securities, the Issuer does not know of any claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Lien Grantor thereof.

  • Title and Liens Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

  • Adverse Claim (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • No adverse consequences (a) It is not necessary under the laws of its Relevant Jurisdictions: (i) in order to enable any Finance Party to enforce its rights under any Finance Document; or (ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions. (b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

  • No Adverse Effect The acquisition by the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

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