Warehouse Assets Sample Clauses

Warehouse Assets. Customer shall have taken or caused to be taken all such actions as may be necessary (in SunAmerica's judgment) to give Facility Agent on behalf of Purchasers a valid and perfected first priority interest in the Warehouse Assets, subject to no Adverse Claims. Such actions shall include, without limitation: (i) The delivery to SunAmerica on behalf of Facility Agent of a ▇▇▇▇ of Sale with respect to the Receivables, Related Security and other Warehouse Assets; (ii) The delivery to SunAmerica for filing pursuant to this Agreement of properly executed financing statements under the UCC (or any equivalent or similar legislation) in form and substance satisfactory to SunAmerica in each jurisdiction as may be necessary (in SunAmerica's judgment) effectively to perfect the interests in all Warehouse Assets created by this Agreement; (iii) Acknowledgment copies of proper financing termination statements, if any, necessary to release all Adverse Claims of any person in Warehouse Assets previously granted by Customer; (iv) All Contracts and Receivable Delivery Documents relating to the Warehouse Assets as of the Closing Date shall have been delivered to Custodian; (v) Certified copies of request for information or copies (Form 11) (or a similar search report certified by parties acceptable to SunAmerica) dated a date reasonably near the Closing Date listing all effective financing statements that name Customer (under its present name and any previous name) as transferor or debtor and that are filed in jurisdictions in which the filings were made pursuant to item (f)(ii) above together with copies of such financing statements (none of which shall cover any Warehouse Assets); (vi) Updated executed and acknowledged Lock Box Notices to each Lock Box Bank with respect to each Lock Box and each Lock Box Account; and (vii) Evidence reasonably satisfactory to SunAmerica that all other filings, recordings and other actions SunAmerica deems necessary or advisable to establish, preserve and perfect the Liens granted to Facility Agent on behalf of the Purchasers in the Warehouse Assets shall have been made.

Warehouse Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing: (a) Parent shall sell, transfer, set over, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Parent, (i) all right, title and interest of Parent in and to the parcels of land more particularly described in Schedule 2.2 to this Agreement, together with all existing strips, gores, easements, rights of way, privileges, appurtenances, development rights and other rights pertaining thereto and owned by Parent, together with all personalty owned by Parent relating thereto and located thereon (the "Warehouse Assets"), and (ii) all right, title and interest of Parent in any transferable Permits held by Parent that primarily relate to its ownership of the Warehouse Assets (collectively, the "Warehouse Licenses and Permits"); and (b) Buyer shall accept such conveyance and assume, pay and discharge all the Warehouse Assumed Liabilities. Subject to and upon the terms and conditions hereof, at the Closing, the Warehouse Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only Permitted Liens.