Permitted Adverse Claims means any Lien (a) created under the Transaction Documents in favor of the Lenders, the Collateral Agent, the Administrative Agent, the Affected Persons, and the Group Agents, (b) created under the Sale Agreement in favor of the Borrower, or (c) as to which no enforcement collection, execution, levy, or foreclosure proceeding shall have been commenced or threatened and that solely secure the payment of taxes, assessments and/or governmental charges or levies, if and to the extent the same are either (x) not yet due and payable, or (y) being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP, but, in any case, only to the extent that such Lien securing payment of such taxes or assessments or other governmental charges constitutes an inchoate tax lien.
Permitted Adverse Claims means (a) liens created or arising in favor of the Administrative Agent for the benefit of the Credit Parties pursuant to the Transaction Documents; (b) any inchoate liens for current taxes, assessments, levies, fees and other government and similar charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and value of the property to which the liens attach are not impaired during the pendency of such proceedings and (c) mechanics’, workers’, materialmen’s or other like liens arising in the ordinary course of the Originator’s business with respect to obligations which are not due and payable.
Permitted Adverse Claims means permitted Liens (excluding, however, liens relating to ERISA and Environmental Claims) on an Account Debtor’s right title and interest in and to Account Debtor Collateral, which Liens are junior and subordinate to those of Borrower in such Account Debtor Collateral to the extent such permitted Liens are consistent with the Credit Policy.
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).
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).
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.
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 SPV shall, at its expense, take all action necessary or desirable to establish and maintain a perfected security interest in favor of the Facility Agent for the benefit of the Secured Parties in the Affected Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims), including taking such action to perfect, protect or more fully evidence the security interest of the Facility Agent, as the Facility Agent may reasonably request.
More Definitions of Permitted Adverse Claims
Permitted Adverse Claims means any Adverse Claim (a) created under the Transaction Documents (including liens created in favor of the Eligible Bank party to the Control Agreement and the Lock-Box Banks to the extent permitted under the terms of the Control Agreement and the Lock-Box Agreements), (b) as to which no enforcement collection, execution, levy or foreclosure proceeding shall have been commenced or threatened and that solely secure the payment of taxes, assessments and/or governmental charges or levies, if and to the extent the same are either (x) not yet due and payable or (y) being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP, but, in any case, only to the extent that such Adverse Claim securing payment of such taxes or assessments or other governmental charges constitutes an inchoate tax lien, and (c) inchoate and unperfected workers’, mechanics’, suppliers’ or similar Adverse Claims arising in the ordinary course of business, in any case, as to which no enforcement collection, execution, levy or foreclosure proceeding shall have been commenced or threatened; provided, however, that no Adverse Claim(s) that could (individually or in the aggregate) reasonably be expected to result in a Material Adverse Effect shall constitute a Permitted Adverse Claim.
Permitted Adverse Claims means (i) the Adverse Claims created hereunder and under any other Transaction Documents; (ii) any Adverse Claim created pursuant to the Intercreditor Agreement; (iii) Adverse Claims for taxes not yet delinquent or being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to such Adverse Claim is not yet subject to a material risk of imminent foreclosure, sale or loss on account thereof); (iv) only with respect to Equipment, Adverse Claims imposed by Law arising in the ordinary course of business such as materialmen’s, mechanics’, warehousemen’s and other similar liens arising in the ordinary course of business that secure payment of obligations not more than sixty (60) days past due or that are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP (and as to which the property subject to such Adverse Claim is not yet subject to a material risk of imminent foreclosure, sale or loss on account thereof); (v) the right of use and quiet enjoyment of the Obligor as lessee under any Contract in respect of the related Equipment; and (vi) any Adverse Claim that consists of any lien, security interest, charge or encumbrance in favor of a lender that has sold or leased a different piece of Equipment to the same Obligor so long as such Adverse Claim is junior and subordinate to the security interest of the SPV and its assigns in such Equipment and the related Pool Receivable pursuant to the Cross-Collateralized Equipment Intercreditor Agreement.
Permitted Adverse Claims means (a) liens created or arising in favor of the Administrative Agent for the benefit of the Credit Parties pursuant to the Transaction Documents; (b) any inchoate liens for current taxes, assessments, levies, fees and other government and similar charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and value of the property to which the liens attach are not impaired during the pendency of such proceedings; (c) liens arising out of any judgment or award against any Originator with respect to which (i) an appeal or proceeding for review is being taken in good faith and with respect to which there shall have been secured a bond pending such appeal or proceeding for review and (ii) such judgment or award does not constitute an Event of Default; and (d) mechanics’, workers’, materialmen’s or other like liens arising in the ordinary course of an Originator’s business with respect to obligations which are not due and payable.
Permitted Adverse Claims means (i) Adverse Claims created under this Agreement, the European Loan Agreement, the European Purchaser Security Agreement or the Originator Purchase Agreements, (ii) liens for taxes, assessments or other governmental charges or levies not yet due and payable or the validity of which are being contested by a Transaction Party in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Transaction Party, (iii) Adverse Claims with respect to Pool Receivables which are not, and have never been, treated as Eligible Receivables so long as the aggregate amount of liabilities secured by such Adverse Claims does not exceed $1,000,000 (excluding any Adverse Claims which are released or otherwise terminated within 30 days of the date on which a Responsible Officer of any Transaction Party obtains actual knowledge thereof) and (iv) Adverse Claims arising under the Security Documents (as defined in the Senior Credit Agreement) that do not relate to any Purchased Receivables Property (as defined in the Intercreditor Agreement) except, with respect to Records (as defined in the Intercreditor Agreement), to the extent provided therein.
Permitted Adverse Claims means (a) Adverse Claims in favor of the SPV created pursuant to the First Tier Agreement, (b) Liens in favor of the Agent, as agent for the Secured Parties created pursuant to this Agreement or any other Transaction Document, (c) Liens for taxes and assessments not yet due or for taxes Colliers or an Affiliate is contesting the validity, applicability or amount thereof in good faith and by appropriate legal proceedings and such contest does not materially endanger any right or interest of the Secured Parties under the Transaction Documents and as to which appropriate reserves are being maintained in accordance with GAAP, (d) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, and (e) Liens securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation being contested in good faith and not constituting a Servicer Default under Section 7.5(d) or a Termination Event under Sections 8.1(q) or (r).
Permitted Adverse Claims means any Lien (a) created under the Transaction Documents to the Purchasers, the “Collateral Agent, the Administrative Agent, the Affected Parties, and the Purchaser Agents, (b) granted pursuant to the ADT Credit Agreement, the ADT Indentures or the ADT Collateral Agreements with respect to any assets or property other than the Seller, the Pool Receivables and the Collections and Related Assets in respect thereof and the other Collateral, (c) created under the Sale Agreement in favor of the Seller, or (d) as to which no enforcement collection, execution, levy, or foreclosure proceeding shall have been commenced or threatened and that solely secure the payment of taxes, assessments and/or governmental charges or levies, if and to the extent the same are either (x) not yet due and payable, or (y) being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP, but, in any case, only to the extent that such Lien securing payment of such taxes or assessments or other governmental charges constitutes an inchoate tax lien.
Permitted Adverse Claims means permitted Liens (excluding, however, liens relating to ERISA and Environmental Claims) on an Account Debtor’s right title and interest in and to Account Debtor Collateral, which Liens are junior and subordinate to those of Borrower or a Multi-Lender Agent for Borrower (as applicable) in such Account Debtor Collateral to the extent such permitted Liens are consistent with the Credit Policy.