Portfolio Property Sample Clauses

Portfolio Property. (a) Except as disclosed on Schedule 3.19(a): (i) each member of the Seller Group has, with respect to each item of Portfolio Property that such member of the Seller Group will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings); (ii) with respect to each item of Portfolio Property, the amount of the Original Equipment Cost with respect thereto is described accurately in the files of each member of the Seller Group that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing Contract; (iii) none of such Portfolio Property is a vessel, an aircraft or a vehicle; and (iv) no Person has an option to purchase any item of such Portfolio Property at the end of the lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property.
Sample 1
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Portfolio Property. (a) Seller has (i) with respect to each item of Primary Portfolio Property, either (A) good and valid title to such Primary Portfolio Property free and clear of all Liens, other than Permitted Liens, or (B) a valid first priority security interest on such Primary Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including all appropriate Uniform Commercial Code filings), when and as required by Seller's written operating procedures pertaining to such matters, a copy of which is set forth on Section 6.11(a) of the Disclosure Schedule and (ii) with respect to each item of Portfolio Property that does not constitute Primary Portfolio Property, either (A) good and valid title to such Portfolio Property free and clear of all Liens, other than Permitted Liens or (B) a valid security interest on each Portfolio Property that is governed by or subject to a Financing Contract, which has been duly perfected (including all appropriate Uniform Commercial Code filings) when and as required by Seller's written operating procedures pertaining to such matters, a copy of which is set forth on Section 6.11(a) of the Disclosure Schedule and which has the priority as required by the investment or credit approval applicable to such Financing Contract. Each item of Portfolio Property and the amount of the Residual with respect thereto as described accurately in the files of Seller that relate to such item of Portfolio Property. None of the Portfolio Property is a vessel, an aircraft or a vehicle. None of the Portfolio Property has been sold, rented, leased, mortgaged, licensed, or otherwise transferred or encumbered.
Sample 1
Portfolio Property. (a) (i) The Seller (or, in the case of a Acquired ABS Asset, a Purchased ABS Entity) has, with respect to each item of Portfolio Property, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than those Encumbrances described in clauses (i) through (v) of the definition of Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Purchased Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings), when and as required by Seller’s written operating procedures pertaining to such matters, a copy of which is set forth on Schedule 3.19(a); (ii) none of the Portfolio Property is a vessel, an aircraft or a vehicle; and (iii) no Person has an option to purchase any item of Portfolio Property for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Purchased Financing Contract covering such Portfolio Property.
Sample 1
Portfolio Property. (a) (i) The Seller has, with respect to each item of Portfolio Property, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than those Encumbrances described in clauses (i) through (v) of the definition of Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Purchased Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Personal Property Security Act filings), when and as required by the Seller's written operating procedures pertaining to such matters, a copy of which is set forth on Schedule 3.19(a); (ii) none of the Portfolio Property is a vessel, an aircraft or a vehicle; and (iii) no Person has an option to purchase any item of Portfolio Property for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Purchased Financing Contract covering such Portfolio Property.
Sample 1
Portfolio Property. Except as set forth on Schedule 3.20 or as would not have a Material Adverse Effect, (i) each Seller has, with respect to each item of Portfolio Property, either directly or indirectly, (A) good and valid title to such Portfolio Property, free and clear of all Liens other than Permitted Liens and the interests of obligors or purchasers under the applicable Loan and Lease Documents, or (B) a valid, perfected first priority security interest to the extent perfection and priority can be established by filing or by noting such interest on a document of title or UCC financing statement; and (ii) each item of Portfolio Property with respect thereto is described accurately in the files of such Seller. No Seller has acted, or failed to act, in a manner that would, to the Sellers’ Knowledge, materially alter or reduce any of its rights or benefits under any manufacturers’ or vendors’ warranties or guarantees relating to any Portfolio Property.
Sample 1
Portfolio Property. (a) (i) Finance Company has, with respect to each item of Portfolio Property, either (A) good and valid title to all Portfolio Property, free and clear of all Encumbrances, other than Permitted Encumbrances or (B) a valid, perfected first priority security interest to the extent perfection and priority can be established by filing or by noting such interest on a document of title; (ii) each item of Portfolio Property and the amount of the Residual with respect thereto is described accurately in the files of Finance Company which relate to such item of Portfolio Property; (iii) none of the Portfolio Property is a vessel, railcar or an aircraft; and (iv) no Person has an option to purchase any item of Portfolio Property for a fixed amount less than the greater of (A) the Residual thereof as reflected on the books and records of Finance Company or (B) the amount set forth in the Financing Contract covering such Portfolio Property.
Sample 1
Portfolio Property. 20 Section 6.12 Insurance.................................................................20 Section 6.13 Litigation................................................................21 Section 6.14 Compliance with Applicable Law............................................21 Section 6.15 Taxes.....................................................................22 Section 6.16 Environmental.............................................................23 Section 6.17 State Takeover Statutes...................................................24 Section 6.18 Proprietary Rights........................................................24
Sample 1
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Portfolio Property. (a) To Seller's Knowledge, except as disclosed in Section 3.22(a) of the Disclosure Schedule, with respect to each item of Portfolio Property, (i) the applicable Asset Seller or Purchased Entity has (and, after giving effect to the Acquisition, the Purchaser, a Purchased Entity or an Acquiring Subsidiary will have) either (A) a valid first priority security interest in such Portfolio Property which has been duly perfected (including pursuant to all appropriate Uniform Commercial Code filings) when, as and to the extent required by such Asset Seller's or Purchased Entity's written operating procedures pertaining to such matters (copies of which have been provided to the Purchaser) and the credit approval documentation contained in the Legal/Credit Files for such Financing Contract or (B) good and valid title to such Portfolio Property, free and clear of all Encumbrances, other than Permitted Encumbrances; (ii) the amount of the Original Equipment Cost with respect to such Portfolio Property (if subject to a lease) is described accurately in the files of the applicable Asset Seller or Purchased Entity that relate to such item of Portfolio Property; (iii) except as set forth in Section 3.22(a) of the Disclosure Schedule, such Portfolio Property is not an aircraft; and (iv) no Person has an option to purchase any item of such Portfolio Property that is subject to a Financing Contract that is a lease for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property.
Sample 1
Portfolio Property. Except as set forth on the Portfolio Property Schedule attached hereto or as would not have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has, with respect to each item of Portfolio Property, either directly or indirectly, (A) good and valid title to such Portfolio Property (other than Portfolio Property which is Portfolio Property solely by virtue of the Company or one of its Subsidiaries having taken such Portfolio Property pursuant to a Credit Enhancement), free and clear of all Liens other than Permitted Liens and the interests of Obligors or purchasers under the Financing Contracts, or (B) a valid, perfected first priority security interest to the extent perfection and priority can be established by filing or by noting such interest on a document of title or UCC financing statement; and (ii) each item of Portfolio Property with respect thereto is described accurately in the files of the Company or its Subsidiaries. To the Company’s knowledge, the Company has not permitted the acquisition of any Portfolio Property, any interest in any Portfolio Property or the use of any Portfolio Property pursuant to any Financing Contract for personal, family or household or other consumer use. The Financing Contracts contain representations and warranties from the applicable lessee or obligor thereunder that the Portfolio Property subject to each such Financing Contract is not used for personal, family or household or other consumer use. Neither the Company nor any Subsidiary of the Company has acted, or failed to act, in a manner that would materially alter or reduce any of its rights or benefits under any manufacturers’ or vendors’ warranties or guarantees relating to any Portfolio Property.
Sample 1

Related to Portfolio Property

  • Mortgaged Property The real property securing repayment of the debt evidenced by a Mortgage Note.

  • Foreclosure Property Notwithstanding any other provision of this Agreement, the Servicer, shall not rent, lease, or otherwise earn income on behalf of the REMIC with respect to any REO which might cause such REO to fail to qualify as "foreclosure" property within the meaning of section 860G(a)(8) of the Code (e.g., rent based upon the earnings of the lessee) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code (e.g., income attributable to any asset which is not a qualified mortgage, a cash flow or reserve fund investment, or personal property not incidental to the REO) or any "net income from foreclosure property" which is subject to tax under the REMIC Provisions unless the Master Servicer has received an Opinion of Counsel (at the Servicer's expense) to the effect that, under the REMIC Provisions and (where appropriate, any relevant proposed legislation) any income generated for the REMIC by the REO would not result in the imposition of a tax upon the REMIC. In general, the purpose of this Section 3.2 and the REMIC Provisions (which this section is intended to implement) is to ensure that the income earned by the REMIC is passive type income such as interest on mortgages and passive type rental income on real property.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Mortgaged Property Undamaged The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;

  • REO Property A Mortgaged Property acquired by the Servicer on behalf of the Trustee through foreclosure or by deed in lieu of foreclosure, as described in Section 3.17.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • Property Mortgaged Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Lender, and grant a security interest to Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Borrower (collectively, the "Property"):

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