Common use of Perfection Representations Clause in Contracts

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.

Appears in 6 contracts

Samples: Receivables Purchase Agreement (Moog Inc.), Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD)

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Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the SellerOriginator’s right, title and interest in, to and under substantially all of the Sold Assets Receivables and Seller Collateral Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller such Originator and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral(other than Permitted Adverse Claims).

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Sold Assets and Seller Collateral.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Gray Television Inc), Receivables Purchase Agreement (Harsco Corp), Receivables Purchase Agreement (Newell Brands Inc.)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCCUCC and PPSA) in the Seller’s right, title and interest in, to and under substantially all of the Sold Support Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller CollateralSupport Assets.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Centric Brands Inc.), Receivables Purchase Agreement (Centric Brands Inc.)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Support Assets and Seller Collateral which which, (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Support Assets and Seller Collateralother than Permitted Adverse Claims.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.;

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Ashland Global Holdings Inc)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Supporting Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateralany Supporting Assets.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.), Receivables Purchase Agreement (Mativ Holdings, Inc.)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller CollateralCollateral other than Permitted Liens.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Support Assets and Seller Collateral which (A) ownership or security interest has been perfected to the extent perfection may be achieved by filing a financing statement under the UCC and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Support Assets and Seller Collateral(other than Permitted Adverse Claims).

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Computer Sciences Corp), Receivables Purchase Agreement (DXC Technology Co)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (StarTek, Inc.), Receivables Purchase Agreement (Wolverine World Wide Inc /De/)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the such Seller’s right, title and interest in, to and under substantially all of the Sold Support Assets and Seller Collateral which which, (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the such Seller and (B) will be free of all Adverse Claims in such Sold Support Assets and Seller Collateralother than Permitted Adverse Claims.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)

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Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.which

Appears in 1 contract

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the SellerOriginator’s right, title and interest in, to and under substantially all of the Sold Assets Receivables and Seller Collateral Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller CollateralClaims.

Appears in 1 contract

Samples: English Sale Agreement (Sabre Corp)

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets Receivables and Seller Collateral Related Rights transferred hereunder which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets Receivables and Seller CollateralRelated Rights.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Exact Sciences Corp)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected (or will be perfected upon the filing of the UCC-1 financing statement after the Closing Date) and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)

Perfection Representations. (i1) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the SellerBuyer’s right, title and interest in, to and under substantially all of the Sold Assets Receivables and Seller Collateral Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Sold Assets Receivables and Seller CollateralRelated Rights.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Oncor Electric Delivery Co LLC)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which (A) ownership or security interest has been perfected to the extent perfection may be achieved by filing a financing statement under the UCC and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller CollateralCollateral (other than Permitted Adverse Claims).

Appears in 1 contract

Samples: Receivables Purchase Agreement (DXC Technology Co)

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Seller’s right, title and interest in, to and under substantially all of the Sold Assets and Seller Collateral which which, (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Exela Technologies, Inc.)

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