Common use of Good Title Clause in Contracts

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 56 contracts

Samples: Receivables Purchase Agreement (Honda Auto Receivables 2012-2 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2011-1 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2015-1 Owner Trust)

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Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserIssuer, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viiii) or clause (j) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 24 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2014-a Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2013-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2013-a Owner Trust)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viiiix) or clause (x) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 17 contracts

Samples: Receivables Purchase Agreement (Toyota Auto Receivables 2011-a Owner Trust), Receivables Purchase Agreement (Toyota Auto Receivables 2011-B Owner Trust), Receivables Purchase Agreement (Toyota Auto Receivables 2014-a Owner Trust)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 13 contracts

Samples: Receivables Purchase Agreement (American Honda Receivables 2006-1 Owner Trust), Receivables Purchase Agreement (American Honda Receivables Corp), Receivables Purchase Agreement (Honda Auto Receivables 2007-3 Owner Trust)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserIssuer, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viiij) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 11 contracts

Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserIssuer, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viiij) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 11 contracts

Samples: Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-B Owner Trust), Sale and Servicing Agreement (Toyota Auto Receivables 2010-C Owner Trust)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viiix) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 8 contracts

Samples: Receivables Purchase Agreement (Toyota Motor Credit Corp), Receivables Purchase Agreement (Toyota Motor Credit Corp), Receivables Purchase Agreement (Toyota Motor Credit Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrust, and no provision of a Receivable shall have been waived, except as provided in clause (viiij) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trust shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viiij) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (Toyota Auto Receivables 2010-C Owner Trust), Receivables Purchase Agreement (Toyota Auto Receivables 2010-a Owner Trust), Receivables Purchase Agreement (Toyota Auto Receivables 2010-C Owner Trust)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserIssuer, and no provision of a Receivable shall have been waived, except as provided in clause (viiij) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp), Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viiix) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC), Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC), Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrustee, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp), Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp), Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrustee, and no provision of a Receivable shall have been waived, except as provided in clause (viiih) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trustee for the benefit of the Certificateholders shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (American Honda Receivables Corp), Pooling and Servicing Agreement (Honda Auto Receivables 1996-a Grantor Trust)

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Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Subsequent Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Subsequent Receivables not be a part of the debtor’s 's estate in the event of the a filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Subsequent Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrustee, and no provision of a Subsequent Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Subsequent Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Subsequent Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Fleetwood Credit Receivables Corp), Transfer Agreement (Fleetwood Credit Receivables Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viiix) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Toyota Motor Credit Corp), Receivables Purchase Agreement (Toyota Motor Credit Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Honda Auto Receivables 1996-a Grantor Trust), Receivables Purchase Agreement (Pooled Auto Securities Shelf LLC)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Subsequent Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Subsequent Receivables not be a part of the debtor’s 's estate in the event of the a filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Subsequent Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrustee, and no provision of a Subsequent Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Subsequent Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Subsequent Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.rights

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser Trust and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the PurchaserTrust, and no provision of a Receivable shall have been waived, except as provided in clause paragraph (viiih) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser Trust shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Fleetwood Credit Receivables Corp)

Good Title. It is the intention of the Seller Fleetwood Credit that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller Fleetwood Credit to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller Fleetwood Credit under any bankruptcy law. No ; no Receivable has been sold, transferred, assigned or pledged by the Seller Fleetwood Credit to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller Fleetwood Credit had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fleetwood Credit Receivables Corp)

Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in for a waiver that would not violate clause (viii[__]) or clause ([__]) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable, Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; . 13. Observe the related Receivable File and confirm that there was no record therein of (i) TMCC or the Seller having sold, transferred, assigned or pledged the Receivable to any Person other than the Seller or the Issuer, respectively, or (ii) any provision of a Receivable having been waived, except in accordance with Representations and Warranties numbered [__] and [__] herein. Representations and Warranties Made as of the Cutoff Date and the transfer and assignment herein contemplated has been perfected under the applicable UCC.Closing Date (unless otherwise specified) Tests

Appears in 1 contract

Samples: Asset Representations Review Agreement (Toyota Auto Finance Receivables LLC)

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