Title to the Contracts Sample Clauses

Title to the Contracts. Immediately prior to the (A) Closing Date (with respect to each Initial Contract) and (B) related Subsequent Transfer Date (with respect to each related Subsequent Contract), the Seller will have good and indefeasible title to and will be the sole owner of each Contract to be transferred to the Issuer pursuant to Section 2.01 free of liens, claims, encumbrances and rights of any Person and, upon transfer of such Contract to the Issuer pursuant to Section 2.01, the Issuer will have good and indefeasible title to and will be the sole owner of such Contract free of liens, claims, encumbrances and rights of any Person, except for the Lien of the Indenture Trustee under the Indenture; provided, however, the Issuer or Indenture Trustee may be required to file or record a transfer of the lien on a Financed Vehicle prior to enforcement of that lien in the name of the Issuer or Indenture Trustee, respectively.
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Title to the Contracts. Immediately prior to the related Closing Date, the Seller had good and indefeasible title to and was the sole owner of, or holder of a security interest in, each Contract relating to a Dealer Transaction Right to be transferred to the Purchaser pursuant to Section 2.01 of the Sale and Servicing Agreement free of Liens and rights to payments of any Person. Upon the transfer of such Dealer Transaction Right to the Purchaser pursuant to such Section 2.01, the Purchaser will have a perfected security interest in the Seller’s right, title and interest in such Contract free of Liens (except for Permitted Liens arising after such Closing Date) and rights to payment of any Person.
Sample 1
Title to the Contracts. Immediately prior to the Subsequent Transfer Date, WFS had good and indefeasible title to and was the sole owner of each Subsequent Contract and the Certificates to be transferred to WFSRC3 pursuant to this Agreement free of liens, claims, encumbrances and rights of any Person and, upon transfer of each such Subsequent Contract to WFSRC3 pursuant to this Agreement, WFSRC3 will have good and indefeasible title to and will be the sole owner of each such Subsequent Contract free of liens, claims, encumbrances and rights of any Person; except for the Lien of the Indenture Trustee under the Indenture; provided, however, the Issuer or Indenture Trustee may be required to file or record a transfer of the lien on a Financed Vehicle prior to enforcement of that lien in the name of the Issuer or Indenture Trustee, respectively.
Sample 1
Title to the Contracts. Immediately prior to the Closing Date, the Seller had good and indefeasible title to and was the sole owner of each Contract to be transferred to the Purchaser pursuant to Section 2.01 free of Liens and, other than Liens created hereunder and the Liens in favor of the Lender, upon transfer of such Contract to the Purchaser pursuant to Section 2.01, the Purchaser will have good and indefeasible title to and will be the sole owner of such Contract free of Liens, other than Liens created hereunder, or Liens in favor of Purchaser; and the sale of the Contracts has been perfected under the UCC.
Sample 1

Related to Title to the Contracts

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Property; Leases The Company has good and sufficient title to its Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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 Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Property; Encumbrances (a) The Company does not own any real property or any Structures.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

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