Good Title; Valid Transfer; Absence of Liens; Security Interest Sample Clauses

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability.
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Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the sale of the Initial Receivables and related Other Trust Property by the Transferor to the Trust pursuant to the Sale and Servicing Agreement on the Closing Date and immediately prior to the sale of any Subsequent Receivables and related Other Trust Property by the Transferor to the Trust pursuant to the Sale and Servicing Agreement and the related Subsequent Transfer Agreement on any Subsequent Transfer Date, the Transferor was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Receivables and related Other Trust Property. The Sale and Servicing Agreement constitutes a valid sale, transfer and assignment of the Initial Receivables and related Other Trust Property to the Trust, and the Sale and Servicing Agreement and each related Subsequent Transfer Agreement constitute a valid sale, transfer and assignment of the Subsequent Receivables and related Other Trust Property to the Trust, in each case enforceable against creditors of and purchasers of the Transferor. In the event that, in contravention of the intention of the parties, the transfer of such Receivables and related Other Trust Property by the Transferor to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trust shall have a valid and perfected first priority security interest in the Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability.
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Good Title; Valid Transfer; Absence of Liens; Security Interest. Immediately prior to the sale of the Initial Contracts and related Other Trust Property to the Transferor pursuant to the Assignment Agreement on the Closing Date, the Master Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Contracts and related Other Trust Property. The Assignment Agreement constitutes a valid sale, transfer and assignment of the Initial Contracts and related Other Trust Property to the Transferor enforceable against creditors of and purchasers of the Master Trust. In the event that, in contravention of the intention of the parties, the transfer of such Contracts and related Other Trust Property by the Master Trust to the Transferor is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Transferor shall have a valid and perfected first priority security interest in such Contracts and related Other Trust Property free and clear of all Liens and Restrictions on Transferability.
Sample 1
Good Title; Valid Transfer; Absence of Liens; Security Interest. Immediately prior to the sale of the Initial Contracts and related Other Trust Property to the Trust pursuant to the Pooling and Servicing Agreement and the related Transfer Agreement on the Closing Date and immediately prior to the sale of Additional Contracts and related Other Trust Property to the Trust pursuant to the Pooling and Servicing Agreement and the related Transfer Agreement on any Subsequent Transfer Date, the Transferor was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Contracts and related Other Trust Property. The Pooling and Servicing Agreement and the related Transfer Agreement constitute a valid sale, transfer and assignment of the Initial Contracts and related Other Trust Property to the Trust and the Pooling and Servicing Agreement and each Transfer Agreement constitute a valid sale, transfer and assignment of the related Additional Contracts and related Other Trust Property to the Trust, in each case enforceable against creditors of and purchasers of the Transferor. In the event that, in contravention of the intention of the parties, the transfer of the Contracts and related Other Trust Property by the Transferor to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trust shall have a valid and perfected first priority security interest in the Contracts and related Other Trust Property free and clear of all Liens and Restrictions on Transferability.
Sample 1
Good Title; Valid Transfer; Absence of Liens; Security Interest. No Receivable has been sold, transferred, assigned or pledged by the applicable Borrower to any Person other than CSFB. Immediately prior to the transfer, assignment and pledge of such Receivable to CSFB pursuant hereto, such Borrower was the owner of, and had good, indefeasible and marketable title to such Receivable free and clear of any security interest, lien, charge, pledge, preference, equity or encumbrance of any kind, including, but not limited to, tax liens, mechanic's liens and any liens that attach by operation of law, and restrictions on transferability, and had full right, corporate power and lawful authority to assign, transfer and pledge such Receivable. This Agreement constitutes a valid pledge and grant of security interest in the Receivable to CSFB enforceable against creditors of and purchasers of either Borrower and CSFB shall have a valid and perfected first priority security interest in such Receivable free and clear of any security interest, lien charge, pledge, preference, equity or encumbrance of any kind, including, but not limited to, tax liens, mechanic's liens and any liens that attach by operation of law, and restrictions on transferability. No Dealer has a participation in, or other right to receive, proceeds of such Receivable. Neither Borrower has taken any action to convey any right to any Person that would result in such Person having a right to payments due or received under the related Insurance Policies or the related Dealer Agreements or Dealer Assignments or to payments due under such Receivables or otherwise to impair the rights of CSFB in any Receivable or the proceeds thereof.
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Good Title; Valid Transfer; Absence of Liens; Security Interest. Immediately prior to the sale of the Mortgage Loans to the Buyer pursuant to the Agreement on the Purchase Date, Seller was the owner of, and had good and marketable title to, such property free and clear of all liens and restrictions on transferability, and had full right, power and lawful authority to assign, transfer and pledge such Mortgage Loans. The Agreement constitutes a valid sale, transfer and assignment of the Mortgage Loans to the Buyer enforceable against creditors of Seller.
Sample 1
Good Title; Valid Transfer; Absence of Liens; Security Interest. Immediately prior to the sale of the Contracts to the Buyer pursuant to the Agreement on the Purchase Date FMAC was the owner of, and had good, marketable and indefeasible title to, such Contracts free and clear of any and all liens, security interests, charges, pledges, preferences, encumbrances or rights of others, and restrictions on transferability, and had full right, power and lawful authority to assign, transfer and pledge such Contracts. The Agreement constitutes a valid sale, transfer and assignment of the Contracts to the Buyer enforceable against creditors of FMAC.
Sample 1
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Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the transfer of the Purchased Assets by the Servicer to the Company pursuant to the Acquisition Agreement, the Servicer was the owner of, and had good and marketable title to, the Purchased Assets conveyed by the Servicer to the Company on such date free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Purchased Assets pursuant to the terms of the Acquisition Agreement. The conveyance of Purchased Assets under the Acquisition Agreement, constitutes a valid sale, transfer and assignment of such Purchased Assets by the Servicer to the Company, enforceable against the creditors of and purchasers of the Servicer. In the event that, in contravention of the intention of the parties, the transfer by the Servicer of such Purchased Assets to the Company is characterized as other than a sale or absolute conveyance, such transfer shall be characterized as a secured financing, and the Company shall have a valid and perfected first priority security interest in such Purchased Assets free and clear of all Liens and Restrictions on Transferability (except that no filings have been made against the related Customer to perfect the Servicer's security interest in any Equipment subject to a Contract characterized by the Servicer as a true lease and having an initial cost of less than $15,000).
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Related to Good Title; Valid Transfer; Absence of Liens; Security Interest

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Grant of General Security Interest in Collateral 3.1 As security for the Obligations of Debtor, Debtor hereby grants the Collateral Agent, for the benefit of the Lenders, a security interest in the Collateral.

  • Absence of Liens and Encumbrances Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens or encumbrances except as reflected in the Company Financials and except for liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Company.

  • Title to Collateral; Perfected Security Interest The Pledgor has good and marketable title to the Additional Collateral, free of all Liens (other than the Lien created by the Collateral Agreement) and Transfer Restrictions. Upon delivery of the Collateral to the Collateral Agent, the Collateral Agent will obtain a valid, first priority perfected security interest in, and a first lien upon, such additional Collateral subject to no other Lien. None of such Additional Collateral is or shall be pledged by the Pledgor as collateral for any other purpose. This Certificate may be relied upon by the Trust as fully and to the same extent as if this Certificate had been specifically addressed to the Trust.

  • Valid Transfer and Security Interest This Agreement constitutes a grant of a security interest in all of the Collateral Portfolio to the Trustee, for the benefit of the Secured Parties, which upon the delivery of the Required Loan Documents to the Collateral Custodian, the crediting of Loan Assets to the Controlled Accounts and the filing of the financing statements, shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Collateral Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by filing subject only to Permitted Liens. Neither the Borrower nor any Person claiming through or under Borrower shall have any claim to or interest in the Controlled Accounts and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Borrower in such property as a debtor for purposes of the UCC.

  • Ownership of Collateral and Absence of Other Liens (a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming any interest therein;

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Title to Properties; Absence of Liens Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except those mortgages, deeds of trust, leases of personal property and security interests previously specifically consented to in writing by the Bank.

  • Title to Collateral; Perfection; Permitted Liens (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others.

  • Transfer or Encumbrance of the Mortgaged Property Subject to Section 50 hereof and except as may otherwise be permitted hereunder or pursuant to the Relevant Documents, Mortgagor shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof or any of its interest therein. Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Obligations immediately due and payable upon Mortgagor's conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property in violation of this Mortgage or any other Relevant Document. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property that is not permitted pursuant to the Relevant Documents, regardless of whether voluntary or not, or whether or not Mortgagee has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property.

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