Good Title; No Adverse Claims Sample Clauses

Good Title; No Adverse Claims. Seller is the sole owner and holder of the Loan and has good, valid, indefeasible, marketable title thereto, and full right, power and authority to sell, transfer and assign such Loan to Buyer, free and clear of any Adverse Claim (including, with respect to Mortgage Loans, mechanics', materialman's or other similar liens or claims which have been filed for work, labor or materials affecting Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage, unless such lien is insured against under a Title Policy) or Restrictions on Transferability. The Loan, if purchased or otherwise acquired by Seller, was acquired by Seller for fair value and in the ordinary and regular course of its business, and Seller took possession thereof without knowledge that the Loan was subject to a security interest. The Qualified Originator, if any, has not sold, assigned or pledged the Loan to any Person other than Seller and, prior to the transfer of the Loan by Qualified Originator to Seller, Qualified Originator had good and indefeasible title thereto free and clear of any Adverse Claim or Restrictions on Transferability and was the sole owner and holder thereof with full right to sell, assign and transfer the Loan to Seller free and clear of any Adverse Claim, and upon such sale, Seller acquired a valid ownership interest in such Loan, free and clear of any Adverse Claim and any other Restriction on Transferability. Neither Seller or any other party has sold, assigned or pledged the Loan to any Person other than Buyer (unless a collateral assignment that has been fully terminated prior to the assignment of that Loan by Seller to Buyer under this Agreement). Following the purchase by Buyer of each Loan, the Buyer will hold such Loan free and clear of any Adverse Claim or Restrictions on Transferability.
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Related to Good Title; No Adverse Claims

  • No Adverse Claims Seller warrants and will defend, and shall cause any Servicer to defend, the right, title and interest of Buyer in and to all Purchased Mortgage Loans and the related Repurchase Assets against all adverse claims and demands.

  • No Adverse Claim The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.

  • Adverse Claims Borrower will promptly advise Lender in writing of any litigation, Liens or claims affecting the Mortgaged Property and of all complaints and charges made by any Governmental Authority that may delay or adversely affect the Repairs or Capital Replacements.

  • Adverse Claim (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Notice of Adverse Claims Except for the claims and interests of the Secured Party and the Lien Grantor in the Securities, the Issuer does not know of any claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Lien Grantor thereof.

  • Good Title Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

  • Ownership, No Liens, etc The Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Pledged Collateral, free and clear of all Liens except Permitted Liens.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

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