TITLE TO COLLATERAL; LIENS; TRANSFERS. Each Borrower has good and indefeasible title (or marketable title in case of real property) to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 11.3(d).
TITLE TO COLLATERAL; LIENS; TRANSFERS. The Company has good, clear and merchantable title to and ownership of the Collateral, free and clear of all Liens, except for Permitted Liens. Except as otherwise provided herein or in any other Loan Document, and except as to Permitted Liens and sale of Inventory in the ordinary course of business, the Company shall not encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral.
TITLE TO COLLATERAL; LIENS; TRANSFERS. Borrower has good, indefeasible and merchantable title to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 8.3(d) and the security interest (within the meaning of Section 1309.02(A)(2) of the Ohio Revised Code [9-102(1)(b) of the UCC]) in favor of Royal Appliance Receivables, Inc. in Wal-Mart Accounts, Sears Accounts and Target Accounts permitted in connection with Section 5.8 of this Agreement. Except as permitted by Section 8.3(d) or 8.3(a) of this Agreement, as contemplated by Section 5.8 of this Agreement (with respect to such security interest (within the meaning of Section 1309.02(A)(2) of the Ohio Revised Code) [9-102(1)(a) of the UCC] in Wal-Mart Accounts, Sears Accounts and Target Accounts), or as otherwise provided herein or in any other Loan Document, the Borrower shall not encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral.
TITLE TO COLLATERAL; LIENS; TRANSFERS. The Borrower has good, indefeasible and merchantable title to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 8.3(d). Except as permitted by Sections 8.3(a) or 8.3(d) hereof or as otherwise provided herein or in any other Loan Document, the Borrower shall not encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral.
TITLE TO COLLATERAL; LIENS; TRANSFERS. Each Borrower and each of its Subsidiaries (other than Excluded Subsidiaries and Excluded Foreign Subsidiaries) has good title to and ownership of all of the Collateral, free and clear of all Liens, except for Liens permitted under Section 5.3(d).
TITLE TO COLLATERAL; LIENS; TRANSFERS. The Borrower and each of the Subsidiary Guarantors have good and indefeasible title to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 7.3(d). Except as permitted by Section 7.3(d) or 7.3(a) hereof or as otherwise provided herein or in any other Loan Document, the Borrower and the Subsidiary Guarantors shall not encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral.
TITLE TO COLLATERAL; LIENS; TRANSFERS. Each Borrower has good and indefeasible title to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 11.3(d).
TITLE TO COLLATERAL; LIENS; TRANSFERS. The Borrower and each of the Subsidiary Guarantors have good and indefeasible title to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 8.3(d). Except as permitted by Section 8.3(d) or 8.3(a) hereof or as otherwise provided herein or in any other Loan Document, the Borrower and the Subsidiary Guarantors shall not, and shall not permit any of their Subsidiaries to, encumber, pledge, mortgage, grant a security interest in, assign, sell, lease or otherwise dispose of or transfer, whether by sale, merger, consolidation, liquidation, dissolution or otherwise, any of the Collateral.
TITLE TO COLLATERAL; LIENS; TRANSFERS. Each Borrower has good and indefeasible title (or marketable title in case of real property) to and ownership of the Collateral, free and clear of all Liens, except for Liens permitted under Section 11.3(d). Lien Perfection and Priority . From and after the Closing Date, by reason of the filing of financing statements, continuation statements, assignments of financing statements and termination statements in all requisite governmental offices, this Agreement and the other Loan Documents will create and constitute a valid and perfected first priority security interest (except as permitted by this Agreement or the other Loan Documents) in and Lien on that portion of the Collateral which can be perfected by such filing and by the execution and delivery of this Agreement and the other Loan Documents, which security interest will be enforceable against each Borrower and all third parties as security for payment of all Obligations. From and after the Closing Date, by reason of the delivery to the Lender of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Lender or in blank and assuming the Lender had no notice of an adverse claim, this Agreement and the other Loan Documents will create and constitute a valid and perfected first priority security interest (except as permitted by this Agreement or the other Loan Documents) in and Lien on that portion of the Collateral which can be perfected by such possession and endorsement and by the execution and Exhibit 10.1 delivery of this Agreement and the other Loan Documents, which security interest will be enforceable against each Borrower and all third parties as security for payment of all Obligations.
TITLE TO COLLATERAL; LIENS; TRANSFERS. Each Debtor represents that:
