Transfer of Absolute Title; Filing of Financing Statements Sample Clauses

Transfer of Absolute Title; Filing of Financing Statements. (a) The Parties intend that, for all purposes, the transactions contemplated hereby shall be treated as a purchase and sale of the Purchased Assets. Upon Purchasers' purchase of the Purchased Assets pursuant to this Agreement, all of Sellers' right, title and interest therein shall
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Transfer of Absolute Title; Filing of Financing Statements. The Parties intend that the transactions contemplated under this Agreement are, and shall be treated as, a purchase and sale of the Credit Card Assets for all purposes. Upon the Banks' purchase of the Credit Card Assets and ADS' purchase of the Equipment, all of the Sellers' right, title and interest therein shall be transferred to the Buyers as provided in Section 2.1 of this Agreement. If, despite the intentions of the Parties, the Sellers are found to retain any right, title or interest in and to the Credit Card Assets or Equipment, the Sellers hereby grant to the Buyers a security interest (subject to the Permitted Liens) in and to all of the Sellers' right, title and interest, now existing or hereafter arising, in, to and under the Credit Card Assets and Equipment as security for all of the Sellers' duties and obligations under this Agreement, together with the proceeds thereof. The Buyers shall have the right to file on or after the Closing Date any financing statements that the Buyers reasonably determine are necessary or appropriate to fully preserve, maintain and protect the interest of the Buyers in the Credit Card Assets and the proceeds thereof, and any financing statement shall be in a form acceptable to both the Buyers and the Sellers. Following the filing of any financing statements in the jurisdictions as the Buyers may reasonably determine are necessary or appropriate to fully preserve, maintain and protect the interest of the Buyers in the Credit Card Assets and Equipment, the Buyers shall, upon written request of Sellers, provide the Sellers with file-stamped copies of, or filing receipts for, such financing statements as soon as available following such filing. Any costs associated with the filing of any financing statement shall be borne solely and exclusively by the Buyers.
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Transfer of Absolute Title; Filing of Financing Statements. (a) The Parties intend that, for all purposes, the transactions contemplated hereby shall be treated as a purchase and sale of the Purchased Assets. Upon Purchaser's purchase of the Purchased Assets pursuant to this Agreement, all of FNANB's and DCFI's right, title and interest therein shall be transferred to Purchaser or its permitted assigns as provided in Sections 2.01 and 2.02. It is the express intent of the parties that the conveyance of the Purchased Assets by FNANB and DCFI to the Purchaser pursuant hereto be construed as a purchase and sale, free and clear of all Liens or adverse claims, for accounting, regulatory, tax and all other purposes, and that the Purchased Assets not be a part of assets of or respective estate of Circuit City, FNANB or DCFI or any Affiliates thereof in the event of its insolvency or if it were to become a debtor in a bankruptcy.
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Transfer of Absolute Title; Filing of Financing Statements. (a) The parties hereto intend that, for all purposes, the transactions contemplated hereby shall be treated as a purchase and sale of the Purchased Interests (including the Accounts and the Receivables) and the Acquired Subsidiary Stock to be conveyed hereby. Upon Purchaser's purchase of such Purchased Interests and the Acquired Subsidiary Stock pursuant to this Agreement, all of Sellers' right, title and interest therein shall be transferred to Purchasers as provided in Sections 2.1 and 2.2. However, in the event that the foregoing purchase and sale is deemed to be a pledge, each Seller hereby grants to Purchaser a first priority security interest in all the Sellers' right to and interest in the Purchased Interests, Acquired Subsidiary Stock and proceeds thereof to secure a loan deemed to have been made by Purchaser to Sellers in an amount equal to the Closing Purchase Price.
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Related to Transfer of Absolute Title; Filing of Financing Statements

  • Filing of Financing Statements The Depositor will file financing and continuation statements, and amendments to the statements, in the jurisdictions and with the filing offices necessary to perfect the Issuer’s interest in the Sold Property. The Depositor will promptly deliver to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement, continuation statement and amendment to a previously filed financing statement.

  • Execution of Financing Statements Pursuant to Section 9-402 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

  • Authorization of Financing Statements Each Grantor authorizes the Administrative Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor”, “all personal property of the debtor” or words of similar effect. Each Grantor hereby also authorizes the Administrative Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

  • Filing of Financing Statements, Notices, etc Such Obligor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form of Exhibit 4(b)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Furthermore, such Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its sole discretion desire to file the same.

  • Filing Financing Statements The Issuer has caused, or will cause within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law to perfect the security interest Granted in the Collateral to the Indenture Trustee under this Indenture. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee under this Indenture describing the Collateral will contain the following statement: “A purchase of or grant of a security interest in collateral described in this financing statement will violate the rights of the Secured Parties.”

  • Financing Statement Filings Debtor recognizes that financing statements pertaining to the Collateral have been or may be filed in one or more of the following jurisdictions: the location of Debtor's principal residence, the location of Debtor's place of business, the location of Debtor's chief executive office, or other such place as the Debtor may be "located" under the provisions of the Code; where Debtor maintains any Collateral, or has its records concerning any Collateral, as the case may be. Without limitation of any other covenant herein, Debtor will neither cause or permit any change in the location of (i) any Collateral, (ii) any records concerning any Collateral, or (iii) Debtor's principal residence, the location of Debtor's place of business, or the location of Debtor's chief executive office, as the case may be, to a jurisdiction other than as represented in Subsection 3(g), nor will Debtor change its name or the Organizational Information as represented in Subsection 3(g), unless Debtor shall have notified Secured Party in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Secured Party for the purpose of further perfecting or protecting the security interest in favor of Secured Party in the Collateral. In any written notice furnished pursuant to this Subsection, Debtor will expressly state that the notice is required by this Agreement and contains facts that may require additional filings of financing statements or other notices for the purpose of continuing perfection of Secured Party's security interest in the Collateral. Without limiting Secured Party's rights hereunder, Debtor authorizes Secured Party to file financing statements and amendments thereto under the provisions of the Code as amended from time to time.

  • Financing Statement To the extent permitted by applicable law, a carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral shall be sufficient as a financing statement.

  • Filing of Certificate and Perfection of Limited Partnership The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

  • Authorization to File Financing Statements Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

  • Authorization to File Financing Statements; Ratification Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

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