Title to Containers Sample Clauses

Title to Containers. Immediately prior to the transfer of any Transferred Asset to the Issuer pursuant to the terms of this Agreement, the Seller had good and marketable title to such Transferred Asset, free and clear of all Liens, except (i) Permitted Encumbrances and (ii) a manufacturer’s or vendor’s lien for the unpaid purchase price of such Transferred Asset so long as such unpaid purchase price is paid within two Business Days following the later of the acquisition of such Transferred Asset by the Issuer or the inclusion of such Transferred Asset in the Asset Base. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) in favor of the Issuer pursuant to this Agreement or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller;
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Title to Containers. Seller warrants that it will convey to DM good title to all Containers delivered under this Agreement, free and clear of any and all security interests and other liens and encumbrances.
Sample 1
Title to Containers. Immediately prior to the transfer of any Transferred Asset to the Issuer pursuant to the terms of this Agreement, the Seller had good and marketable title to such Transferred Asset, free and clear of all Liens, except (i) Permitted Encumbrances and (ii) Liens that will be discharged on the Transfer Date for such Transferred Assets. The Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) in favor of the Issuer pursuant to this Agreement or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller;
Sample 1
Title to Containers. Immediately prior to the transfer of any Transferred Asset to the Issuer pursuant to the terms of this Agreement, the Seller had good and marketable title to such Transferred Asset, free and clear of all Liens except Permitted Encumbrances;
Sample 1
Title to Containers. Subject to the Seller’s obtaining the release by the Agent under the Seller Loan Agreement of its security interest in and to the Containers and Related Transferred Assets, immediately prior to the sale of the Transferred Assets to the Issuer pursuant to the terms of this Agreement, the Seller owned and had good and marketable title to such Transferred Assets, free and clear of all Liens (whether senior, junior, or pari passu), claim or encumbrance of any Person other than Permitted Liens. Other than for the grant of a security interest in the Transferred Assets to the Agent under the Seller Loan Agreement, the Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer in this Agreement or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. Immediately after the sale of the Transferred Assets to the Issuer pursuant to the terms of this Agreement, title to the Transferred Assets shall be indefeasibly vested in the Issuer;
Sample 1
Title to Containers. Subject to Seller’s obtaining the release by Agent and the other financial institutions party thereto under the Seller Loan Agreement of their security interest in and to the Containers and Related Transferred Assets, immediately prior to the sale of the Transferred Assets to the Borrower pursuant to the terms of this Purchase Agreement, the Seller owned and had good and marketable title to such Transferred Assets, free and clear of all Liens (whether senior, junior, or pari passu), claim or encumbrance of any Person other than (i) the Liens in favor the manufacturers listed on Exhibit C that will be discharged on the Closing Date and (ii) Permitted Liens. Other than for the grant of a security interest in the Transferred Assets to Agent and the other financial institutions party thereto under the Seller Loan Agreement, the Seller has not authorized the filing of, and is not aware of, any financing statements against the Seller that include a description of collateral covering the Transferred Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Borrower in this Purchase Agreement or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller. Immediately after the sale of the Transferred Assets to the Borrower pursuant to the terms of this Purchase Agreement, title to the Transferred Assets shall be indefeasibly vested in the Borrower;
Sample 1

Related to Title to Containers

  • Title to Goods passes to Buyer upon receipt of the Goods at the Buyer- designated location, whether it is an address of the Buyer or of any third party designated by Buyer.

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

  • Title to Work Title to Work, materials and equipment covered by an approved Application for Payment will pass to the Owner either by incorporation in construction or upon receipt of payment by the Contractor, whichever shall occur first;

  • Title to Equipment Title shall vest in the Contractor to all equipment purchased hereunder.

  • Title to Company Property All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually, shall have any ownership of such property. The Company may hold its property in its own name or in the name of a nominee which may be the Board or any of its Affiliates or any trustee or agent designated by it.

  • Title to Personal Property Each of the Company and its subsidiaries has good and marketable title to, or have valid and marketable rights to lease or otherwise use, all items of personal property owned or leased (as applicable) by them, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to Collateral The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

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