Encumbered Assets Clause Samples
The Encumbered Assets clause defines which assets are subject to existing claims, liens, or other legal restrictions that may limit their transfer or use. In practice, this clause typically requires the party disclosing assets to identify any property or rights that are already pledged as collateral, under dispute, or otherwise not free of third-party interests. By clearly identifying encumbered assets, the clause helps prevent misunderstandings or disputes over ownership and ensures that all parties are aware of any limitations affecting the assets involved in the transaction.
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Encumbered Assets. An encumbered asset, unless otherwise provided in § 50.107(b) relating to derivative trans- actions, is assigned an RSF factor as follows:
(i) Encumbered assets with less than six months remaining in the encumbrance period. For an encumbered asset with less than six months remaining in the encumbrance period, the same RSF factor is assigned to the asset as would be assigned if the asset were not en- cumbered.
(ii) Encumbered assets with six months or more, but less than one year, remaining in the encumbrance period. For an en- cumbered asset with six months or more, but less than one year, remain- ing in the encumbrance period:
(A) If the asset would be assigned an RSF factor of 50 percent or less under paragraphs (a)(1) through (a)(4) of this section if the asset were not encum- bered, an RSF factor of 50 percent is assigned to the asset.
(B) If the asset would be assigned an RSF factor of greater than 50 percent under paragraphs (a)(5) through (a)(7) of this section if the asset were not en- cumbered, the same RSF factor is as- signed to the asset as would be as- signed if it were not encumbered.
(iii) Encumbered assets with one year or more remaining in the encumbrance pe- riod. For an encumbered asset with one year or more remaining in the encum- brance period, an RSF factor of 100 per- cent is assigned to the asset.
(2) Assets encumbered for period longer than remaining maturity. If an asset is encumbered for an encumbrance period longer than the asset’s maturity, the asset is assigned an RSF factor under paragraph (c)(1) of this section based on the length of the encumbrance pe- riod.
Encumbered Assets. With respect to the Encumbered Assets, (i) the Residual Interests (other than reserve accounts) held by the Borrower or any Restricted Subsidiary in any related Servicing Advance Facility, MSR Facility or Warehouse Facility, as applicable, are not subject to any Lien (other than Liens permitted under Sections 6.01(i), (ii) or (viii)) and (ii) the Borrower or a Restricted Subsidiary has valid title to all Encumbered Assets.
Encumbered Assets. Neither the Borrower nor any Subsidiary owns or has rights in or to any Property (a) that is not subject to the security interests granted to the Administrative Agent and the Lenders or (b) that is in Canada, the United Kingdom or any country other than the United States.
Encumbered Assets. Without the prior written consent of the Director, pledge, assign, sell, leaseback, hypothecate or in any manner encumber the Project Equipment except as follows:
(i) Mortgages, liens, pledges, and security interests in favor of the Director and the Indenture Trustee and/or Collateral Agent covering all of the Project Equipment, which mortgages, liens, pledges, and security interests shall be subject to the terms and conditions of the Intercreditor Agreement;
(ii) Liens, charges, conditions, or restrictions arising from any personal property tax abatement agreements; and
(1) Liens arising from judgments or awards in respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review and in respect of which the Company shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the Company shall have set aside on the Company's books adequate reserves with respect to such judgment or award; (2) liens for taxes, assessments, or governmental charges or levies, provided the Director shall not have notified the Company in accordance with Section 4.1(a) hereof with respect to such liens; (3) deposits, liens or pledges to secure payments of workmen's compensation, unemployment insurance, pensions or other social security obligations, public or statutory obligations, surety, stay or appeal bonds, or other similar obligations arising in the ordinary course of business; and (4) mechanic's, workmen's, repairmen's, warehousemen's, vendor's or carriers' liens, or other similar liens arising in the ordinary course of business and securing sums which are not past due, or deposits or pledges to obtain the release of any such liens, provided that the Company shall have complied with Section 3.2 of the Security Agreement.
Encumbered Assets. Except for Permitted Encumbrances or in connection with the factoring or financing of inventory and receivables, pledge, assign, hypothecate or in any manner encumber any of its assets.
Encumbered Assets. Pledge, assign, hypothecate or in any manner encumber any of its assets excepting, however, pursuant to the Loan Documents and the DCB Loan Documents.
Encumbered Assets. Pledge, assign, hypothecate or in any manner encumber any of its assets excepting, however, the Loan Documents.
Encumbered Assets. None. Schedule 1.1(b) Other Assigned Contracts
Encumbered Assets. The Purchase Price shall be further reduced by ----------------- the value of each Acquired Asset which is not delivered to Purchaser free and clear of any Encumbrance, including any Encumbrance created by any UCC financing Statement, within one year following the Closing Date (the "Encumbered Assets Adjustment"). The amount of the Encumbered Assets Adjustment shall be equal to the sum of the Agreed Value of each Acquired Asset which is subject to any Encumbrance (other than an Encumbrance created by Purchaser) both on the Closing Date and on the date which is one year following the Closing Date. On the date which is one year following the Closing Date, Purchaser shall reduce the Purchase Price (and any amount then payable by Purchaser to Seller) by the Encumbered Assets Adjustment. If on such date Purchaser is then obligated to pay to Seller an amount less than the Encumbered Assets Adjustment, Seller shall pay to Purchaser the amount by which the Encumbered Asset Adjustment exceeds the amount payable to Seller by Purchaser.
Encumbered Assets. Exhibit 1.2