Transactions Legal and Authorized. The contribution and transfer by the Seller of all of its right, title and interest in and to the Leases and of the covenants, representations, warranties and obligations of the Originator (including the Originator's Purchase Obligation) under this Assignment and Servicing Agreement, the grant of the security interest by the Seller to the Issuer in and to each item of Equipment and compliance by the Seller with all of the provisions of this Assignment and Servicing Agreement: (a) have been duly authorized by all necessary action on the part of the Seller, as a limited liability company, and do not require any member approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Seller except such as have been duly obtained; (b) are within the powers of the Seller, as a limited liability company; and (c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Seller under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Seller is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the Seller or its properties is subject, of or by any government or governmental agency or authority.
Appears in 7 contracts
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC), Assignment and Servicing Agreement (Ikon Receivables LLC), Assignment and Servicing Agreement (Ikon Receivables LLC)
Transactions Legal and Authorized. The contribution and transfer by the Seller of all of its right, title and interest (other than its ownership interest) in and to each item of Equipment, each Lease (including the Leases right to receive all payments due or to become due thereunder) and the contribution and assignment of the covenants, representations, warranties and obligations of the Originator (including the Originator's Purchase Obligation) under this Assignment and Servicing Agreement, the grant of the security interest by the Seller to the Issuer in and to each item of Equipment Agreement and compliance by the Seller with all of the provisions of this Assignment and Servicing Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the Seller, as a limited liability company, and do not require any member stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Seller except such as have been duly obtained;
(b) are within the corporate powers of the Seller, as a limited liability company; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Seller under the provisions of, any agreement, charter instrument, by-law or other instrument to which the Seller is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the Seller or its properties is subject, of or by any government or governmental agency or authority.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Transactions Legal and Authorized. The contribution and transfer by the Seller of all of its right, title and interest in and to the Leases and of the covenants, representations, warranties and obligations of the Originator (including the Originator's Purchase Obligation) under this Assignment and Servicing Agreement, the grant of the security interest by the Seller to the Issuer in and to each item of Equipment and compliance by the Seller with all of the provisions of this Assignment and Servicing Agreement:
(a) have been duly authorized by all necessary action on the part of the Seller, as a limited liability company, and do not require any member approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Seller except such as have been duly obtained;
(b) are within the powers of the Seller, as a limited liability company; and
(c) are legal and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the Seller under the provisions of, any agreement, charter instrument, by-law or other 16 instrument to which the Seller is a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the Seller or its properties is subject, of or by any government or governmental agency or authority.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Transactions Legal and Authorized. The contribution This Sales and Servicing Agreement and the transfer by such Seller to the Seller Purchaser of all of its such Seller's right, title and interest in and to the Leases and each Receivable of the covenants, representations, warranties and obligations of the Originator such Seller (including the Originator's Purchase ObligationCollections and the right to receive all other payments due or to become due thereunder) under this Assignment and Servicing Agreement, the grant of the security interest by the Seller to the Issuer in and to each item of Equipment at any time transferred hereunder and compliance by the such Seller with all of the provisions of this Assignment Sales and Servicing Agreement:
(a) have been duly authorized by all necessary corporate action on the part of the such Seller, as a limited liability company, and do not and will not require any member stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the such Seller except such as have been duly obtained;
(b) are within the corporate powers of the such Seller, as a limited liability company; and
(c) are legal legal, valid and binding obligations of such Seller enforceable in accordance with their terms and will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien upon any property of the such Seller under the provisions of, any agreement, charter instrument, by-law or other instrument to which the such Seller is or will be a party or by which it or its property may be bound or result in the violation of any law, regulation, rule, order or judgment applicable to the Seller or its properties, or any order to which the such Seller or its properties is subject, of or by any government or governmental agency or authority.
Appears in 1 contract
Samples: Sales and Servicing Agreement (Essex International Inc /)