Warehouse Assets Sample Clauses

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Warehouse Assets. As to each of the Warehouse Assets, except as expressly disclosed in writing to, and expressly approved in writing by, Buyer, the statements on Schedule 3.1(y) are true and correct in all respects and each of the Warehouse Assets is an Eligible Receivable.
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Warehouse Assets. Customer shall have taken or caused to be taken all such actions as may be necessary (in SunAmerica's judgment) to give Facility Agent on behalf of Purchasers a valid and perfected first priority interest in the Warehouse Assets, subject to no Adverse Claims. Such actions shall include, without limitation: (i) The delivery to SunAmerica on behalf of Facility Agent of a ▇▇▇▇ of Sale with respect to the Receivables, Related Security and other Warehouse Assets; (ii) The delivery to SunAmerica for filing pursuant to this Agreement of properly executed financing statements under the UCC (or any equivalent or similar legislation) in form and substance satisfactory to SunAmerica in each jurisdiction as may be necessary (in SunAmerica's judgment) effectively to perfect the interests in all Warehouse Assets created by this Agreement; (iii) Acknowledgment copies of proper financing termination statements, if any, necessary to release all Adverse Claims of any person in Warehouse Assets previously granted by Customer; (iv) All Contracts and Receivable Delivery Documents relating to the Warehouse Assets as of the Closing Date shall have been delivered to Custodian; (v) Certified copies of request for information or copies (Form 11) (or a similar search report certified by parties acceptable to SunAmerica) dated a date reasonably near the Closing Date listing all effective financing statements that name Customer (under its present name and any previous name) as transferor or debtor and that are filed in jurisdictions in which the filings were made pursuant to item (f)(ii) above together with copies of such financing statements (none of which shall cover any Warehouse Assets); (vi) Updated executed and acknowledged Lock Box Notices to each Lock Box Bank with respect to each Lock Box and each Lock Box Account; and (vii) Evidence reasonably satisfactory to SunAmerica that all other filings, recordings and other actions SunAmerica deems necessary or advisable to establish, preserve and perfect the Liens granted to Facility Agent on behalf of the Purchasers in the Warehouse Assets shall have been made.
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Warehouse Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing: (a) Parent shall sell, transfer, set over, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Parent, (i) all right, title and interest of Parent in and to the parcels of land more particularly described in Schedule 2.2 to this Agreement, together with all existing strips, gores, easements, rights of way, privileges, appurtenances, development rights and other rights pertaining thereto and owned by Parent, together with all personalty owned by Parent relating thereto and located thereon (the "Warehouse Assets"), and (ii) all right, title and interest of Parent in any transferable Permits held by Parent that primarily relate to its ownership of the Warehouse Assets (collectively, the "Warehouse Licenses and Permits"); and (b) Buyer shall accept such conveyance and assume, pay and discharge all the Warehouse Assumed Liabilities. Subject to and upon the terms and conditions hereof, at the Closing, the Warehouse Assets shall be transferred or otherwise conveyed to Buyer free and clear of all Liens excepting only Permitted Liens.
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Related to Warehouse Assets

  • Real Estate Assets In the event that any Credit Party hereafter acquires an interest in any Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Administrative Agent, for the benefit of Lenders, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, the following: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset (it being understood that such Credit Party shall use reasonable best efforts to obtain any Mortgage of a qualifying Leasehold Interest); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) in each state in which such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; (iii) from time to time, at the request of Administrative Agent, appraisals as are required by law or regulation; (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to each such Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the effective date of such executed Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (vi) ALTA surveys of all such properties which are not Leasehold Properties, certified to Administrative Agent and dated not more than thirty (30) days prior to the effective date of such executed Mortgage.

  • Real Estate Collateral With respect to any real property (individually and collectively, the “Premises”) (a) owned in fee simple by the Borrower or any of the Guarantors on the date hereof, (b) acquired in fee simple by the Borrower or any Guarantor after the date hereof with a purchase price of greater than $1,000,000 or (c) leased by the Borrower or any of the Guarantors, which leasehold estate becomes Additional Leasehold Collateral (each a “Material Real Property”), within 60 days after the date hereof in the case of clause (a), within 90 days of the acquisition thereof in the case of clause (b) and, subject to the proviso of the definition of “Additional Leasehold Collateral”, within 90 days after receipt of the Administrative Agent’s request (at the direction of the Lenders in accordance with the definition of “Additional Leasehold Collateral”) to include such leasehold as additional Collateral in the case of clause (c): (i) the Borrower shall deliver to the Administrative Agent, as mortgagee, fully executed counterparts of Mortgages, each dated not later than 60 days after the date hereof or 90 days after the date of acquisition of such Material Real Property, as the case may be, duly executed by the Borrower or the applicable Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Borrower shall deliver to the Administrative Agent mortgagee’s title insurance policies (or marked up title insurance commitments having the effect of title insurance policies) in favor of the Administrative Agent, as mortgagee for the ratable benefit of the Secured Parties in an amount equal to 100% of the fair market value of the Premises purported to be covered by the related Mortgage, as estimated by the Borrower in good faith, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and shall be accompanied by evidence of the payment in full of all premiums thereon; and (iii) the Borrower shall deliver to the Administrative Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (A) an updated survey certification in favor of the Administrative Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (B) an affidavit from the Borrower and the Guarantors stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by the Borrower or Guarantor, as applicable, of such Premises for the Borrower or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises. Notwithstanding the foregoing, (i) the Borrower and the Guarantors shall not be required to pledge or grant any security interest in any Material Real Property if the cost of perfecting the lien exceeds the fair market value of such Material Real Property and (ii) so long as the Indenture is outstanding, the provisions of this Section 6.17 shall not apply with respect to any real property which has not been included as “Collateral” under the Indenture.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Property and Equipment The ACT is prohibited from operating the equipment and technical facilities of the Venue without the consent of HAPPY HEART.

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).