Title; Prior Liens Sample Clauses

Title; Prior Liens. Borrower has good and marketable title to each unsold Timeshare Interest in a Timeshare Project and to the Collateral. There are no liens, security interests, or encumbrances against such Timeshare Project other than the Permitted Encumbrances and other than future liens against such Timeshare Project to the extent permitted under Section 6.2(b) of this Agreement. 
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Title; Prior Liens. Borrower has good and marketable title to the Resort (excluding sold Intervals). Borrower is not in default under any of the documents evidencing or securing any indebtedness which is secured, wholly or in part, by the Resort, and no event has occurred which with the giving of notice, the passage of time or both, would constitute a default under any of the documents evidencing or securing any such indebtedness. There are no liens or encumbrances against the Resort other than the Permitted Exceptions.
Sample 1
Title; Prior Liens. Borrower has good and marketable title to each Property, Resort, and all related Improvements, including but not limited to each Resort's recreational facilities and amenities, except for certain real property at Oak N' Spruce Resort, legal title to which is vested in Oak N' Spruce Resort Trust, pursuant to the applicable Resort Documents, as well as Intervals which have already been sold and conveyed to Purchasers. Borrower is not in default under any of the documents evidencing or securing any indebtedness which is secured, wholly or in part, by any Property or Improvements, and no event has occurred which with the giving of notice, the passage of time, or both, would constitute a default under any of the documents evidencing or securing any such indebtedness. There are no liens or encumbrances against any Property or Improvements, including but not limited to each Resort's recreational facilities and amenities, other than the Permitted Exceptions.
Sample 1
Title; Prior Liens. Borrower has and will retain good and marketable title to all Collateral and to each Resort's recreational facilities and amenities. Borrower shall not engage in or permit any act or omission which would, with notice, the passage of time, or both, constitute a default under any of the documents evidencing or securing any indebtedness which is secured, wholly or in part, by any assets of Borrower. There are no liens or encumbrances against any Resort's recreational facilities and amenities, other than the Permitted Exceptions. All necessary approvals for the continued offering for sale of Intervals will continue to be obtained.
Sample 1
Title; Prior Liens. Borrower has good and marketable title to the Resort Accommodations and the Resort Accommodations are free and clear of Liens except for Timeshare Interests previously sold in such Resort Accommodations and the Lien of taxes not yet due and the obligations and restrictions arising under the Timeshare Documents and
Sample 1
Title; Prior Liens. Club is the owner of all Club Inventory and has good and marketable title to the timeshare intervals in the Component Sites annexed into the Club (excluding Los Abrigados Intervals and Carriage House Intervals deeded to Club members) subject to the Permitted Exceptions. Neither Seller nor any Component Site Developer is in material default under any of the documents evidencing or securing any indebtedness which is secured, wholly or in part, by the Club Project or any Component Site, and no event has occurred which with the giving of notice, the passage of time, or both, would constitute a default under any of the documents evidencing or securing any such indebtedness. There are no liens or encumbrances against the Club Project Intervals Owned by Club or any Component Site developed by Seller or Guarantor, other than the Permitted Exceptions as listed on Exhibit “C”.
Sample 1
Title; Prior Liens. Borrower is the fee simple owner of those Resorts as shown on SCHEDULE 4.9 and is the fee simple owner of Intervals only at those Resorts as shown on SCHEDULE 4.9. Borrower currently owns no interest in the Resorts or Intervals at the Resorts as shown on SCHEDULE 4.9. Borrower has good and marketable title to the Intervals or the Resort as the case may be as indicated on SCHEDULE 4.9 (excluding sold Intervals). Borrower is not in default under any of the documents evidencing or securing any indebtedness which is secured, wholly or in part, by the Resorts or the Intervals, and no event has occurred which with the giving of notice, the passage of time or both, would constitute a default under any of the documents evidencing or securing any such indebtedness. There are no liens or encumbrances against the Resorts other than the Permitted Exceptions.
Sample 1
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Related to Title; Prior Liens

  • Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.

  • Permitted Liens; Title Insurance Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

  • Superior Liens Where permitted by local law and where the senior lienholder is required to notify a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption, the Servicer shall file (or cause to be filed) a request for notice of any action by a superior lienholder under a First Lien for the protection of the Trust interests in the related second lien Mortgage Loan, the expense of which shall constitute a Servicing Advance to the extent not otherwise reimbursed by the Seller. In jurisdictions where the senior lienholder is not required to notify a junior lienholder be named as party defendant in foreclosure proceedings in order to foreclose on such lienholder, the Servicer shall cause the First Lien relating to each second lien Mortgage Loan to be tracked to protect the Trust’s interest in such second lien Mortgage Loan, the expense of which shall constitute a Servicing Advance to the extent not otherwise reimbursed by the Seller. If the Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the First Lien, or has declared or intends to declare a default under the mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the related Mortgaged Property sold or foreclosed, the Servicer shall take, on behalf of the Trust, whatever actions are necessary to protect the interests of the Trust in accordance with Accepted Servicing Practices. The Servicer shall not make a Servicing Advance with respect thereto except to the extent that it determines in its reasonable good faith judgment that such advance would be recoverable from Liquidation Proceeds on the related second lien Mortgage Loan and in no event in an amount that is greater than the then outstanding principal balance of the related second lien Mortgage Loan.

  • TITLE TO COLLATERAL; PERMITTED LIENS Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify, so as to ensure that Silicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • Title, Perfection and Priority The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest in, and Lien on, hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Lender the security interest in and Lien on such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

  • Title to Properties; Priority of Liens Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

  • Title to Collateral; Perfected Security Interest The Pledgor has good and marketable title to the Additional Collateral, free of all Liens (other than the Lien created by the Collateral Agreement) and Transfer Restrictions. Upon delivery of the Collateral to the Collateral Agent, the Collateral Agent will obtain a valid, first priority perfected security interest in, and a first lien upon, such additional Collateral subject to no other Lien. None of such Additional Collateral is or shall be pledged by the Pledgor as collateral for any other purpose. This Certificate may be relied upon by the Trust as fully and to the same extent as if this Certificate had been specifically addressed to the Trust.

  • Permitted Exceptions The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

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