Examples of Permitted Adverse Claims in a sentence
Seller is the exclusive owner of the entire right, title (legal and equitable) and interest in and to the Purchased Receivables and has good, valid and indefeasible title thereto, free and clear of all Adverse Claims (other than Permitted Adverse Claims).
Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of all Adverse Claims (other than Permitted Adverse Claims or Adverse Claims arising through Purchaser), all of Seller’s right, title and interest in and to the Purchased Receivables.
Each Collection Account and Lock-Box is in the name of the applicable Originator identified on Schedule II-A, and such Originator owns and has good and marketable title to the applicable Collection Account and Lock-Box free and clear of any Adverse Claim (except for Permitted Adverse Claims).
This Agreement constitutes an absolute and irrevocable valid sale, transfer and assignment or contribution, as applicable, of the Receivables originated by the Originator and the Related Assets to Buyer free and clear of any Adverse Claim (other than Permitted Adverse Claims), or alternatively the granting of a valid security interest in the Receivables originated by the Originator and the Related Assets to Buyer, enforceable against creditors of, and purchasers from, the Originator.
The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (except for Permitted Adverse Claims) upon or with respect to, any Collateral or any other asset of the Borrower, or assign any right to receive income in respect thereof.