Adverse Claims means, with respect to any asset, any security interests, liens, encumbrances, pledges, trusts, charges, proxies, conditional sales, title retention agreements, rights under any Contracts, liabilities and any other burdens of any nature whatsoever attached to or adversely affecting such asset.
Adverse Claims means any and all claims, suits, actions, demands, fines, damages, liabilities, and expense, including costs, attorneys fees and expenses of litigation in connection with loss of life, personal injury, damage to property or business, or relating to any breach, violation, or nonperformance by LESSEE of any covenant or condition of this Lease.
Adverse Claims. If any person or entity makes a claim against funds in your account, or if the Bank believes that a conflict exists between or among the authorized signers on the account or there is a dispute over matters such as the ownership of your account or the authority to withdraw funds from your account, the Bank may without any liability to you, take one or more of the following actions: • Continue to rely on the Bank's records to determine the ownership of or the identity of the authorized signer(s) for your account. • Honor the claim upon receipt of evidence satisfactory to the Bank to justify such claim. • Freeze all or a part of the funds in your account until the dispute is resolved to the Bank's satisfaction. • Close your account and send a check for the available balance in your account payable to you or • Pay the funds into an appropriate court. The Bank may charge your account for expenses (including attorney's fees and expenses) and any fees the Bank incurs.
Examples of Adverse Claims in a sentence
Immediately preceding each Transfer hereunder, the Transferor shall be the owner of all of the Receivables, free and clear of all Adverse Claims.
CAC is the owner of all of the Loans and the other Additional Contributed Property, free and clear of all Adverse Claims.
Except pursuant to, or as contemplated by, the Transaction Documents, the Issuer shall not sell, transfer, exchange, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist voluntarily or, for a period in excess of thirty (30) days, involuntarily any Adverse Claims upon or with respect to any of its assets, including, without limitation, the Trust Estate, any interest therein or any right to receive any amount from or in respect thereof.
This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables included in the Receivables Pool in favor of the Administrator (for the benefit of the Purchasers), which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller.
As represented by the Depositor in the Receivables Pooling Agreement, immediately prior to the Grant thereof to the Indenture Trustee as contemplated by this Indenture, the Issuer had good and marketable title to each Receivable, free and clear of all Adverse Claims other than any Permitted Liens and rights of others.
More Definitions of Adverse Claims
Adverse Claims means any Liabilities, Liens, rights of others and any other burdens and restrictions whatsoever.
Adverse Claims means, with respect to any item of property, any and all claims, liens, security interests, charges, options, rights, restrictions on transfer or pledge, covenants and encumbrances of any kind affecting the item of property, including (if applicable) “adverse claims” as such term is defined in Section 8-102 of the Uniform Commercial Code, other than the liens and security interests created in favor of the Agent pursuant to this Assignment. Each Company is and shall remain the sole, lawful, beneficial and record owner of the ownership interest described in Schedule 1 attached hereto and made a part hereof in each Person identified on such Schedule 1 as being owned (in whole or in part) by such Company, free and clear of all liens, restrictions, claims, pledges, encumbrances, charges, rights of third parties and rights of setoff or recoupment whatsoever. No Company owns or will own any assets other than the applicable assets described in Schedule 1 attached hereto (except for any furniture, fixtures, equipment and cash related to, or used in the ordinary operation of, the Eligible Real Estate directly or indirectly owned or leased by such Company). Assignor is not and will not become a party to or otherwise be bound by or subject to any agreement, other than the Credit Agreement, which restricts in any manner the rights of any present or future holder of such Collateral with respect thereto. No Person has any option, right of first refusal, right of first offer or other right to acquire all or any portion of the Collateral.
Adverse Claims has the meaning set forth in Section 8-102(a)(1) of the Uniform Commercial Code of the State of New York. Advisers Act: the Investment Advisers Act of 1940, as amended from time to time, and the rules and regulations of the SEC promulgated under it.
Adverse Claims means all of the following, whether direct or indirect, accrued, absolute or contingent: (i) security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, assignments, title retention agreements, indentures and security agreements, (ii) title defects, assessments, easements, reservations and encroachments; (iii) contracts of lease, license and sale; (iv) royalty and commission arrangements; (v) voting agreements and proxies; and (vi) any other claims, covenants, limitations, encumbrances, burdens and restrictions of any kind, except for restrictions under applicable securities laws.
Adverse Claims. If Bank receives an adverse claim against any Account, and Bank reasonably believes that it will not be protected if the claim is ignored, Company agrees that Bank may place a hold on affected Account. Any such hold will remain in place only so long as reasonably necessary to resolve the claim or employ legal remedies to allow a court to decide such claim. Company agrees to reimburse Bank all costs, including Attorney fees, incurred due to such adverse claim. Legal process: If Bank is served with a subpoena, warrant, order, or other request from a federal, state, or local governmental authority, court, or tribunal for information or records concerning this Agreement, the Services, or Company, or with a levy or garnishment of the Account(s), Bank will follow (and may rely on absolutely) the advice of its legal counsel as to the appropriate response to such subpoena, warrant, request, levy, order, or garnishment, and shall have no liability or responsibility whatsoever to Company for doing so even if such advice shall turn out to have been mistaken. Company acknowledges that Bank’s current policy (which is subject to change based on advice of legal counsel) is to comply with any such subpoena, warrant, request, levy, order, or garnishment, as concerns information, records, or funds. If Company or any Owner is served with a subpoena, warrant, order, or other request from a federal, state, or local governmental authority, court, or tribunal for information or records concerning this Agreement, the Services, or Bank, Company or Owner will provide Bank with prompt written notice so that Bank may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or Bank’s waiver, Company or Owner is nonetheless legally compelled to disclose such requested information, Company or Owner may, without liability hereunder, disclose only that portion of such information that Company’s or Owner’s counsel advises it is legally required to disclose, provided that Company or Owner shall use its best efforts to preserve the confidentiality of any information protected by this Agreement, including, without limitation, by cooperating with Bank to obtain an appropriate protective order or other reliable assurance of confidential treatment by the federal, state, or local governmental authority, court, or tribunal. Third-Party Service Providers Some Services are provided by Bank ...
Adverse Claims means any claim, public or private, whether of public record or otherwise, which has any adverse impact upon the underwriting and risk by Security Party with respect to the Loan, the Obligations or otherwise with respect to the transactions made between the parties or otherwise the risk of any loss to Secured Party. (k) "Liquidator" means any party selected from among the list attached hereto as Exhibit "N." In the absence of a party to agree at such time to be the designated "Liquidator," then the parties shall agree upon the designated Liquidator within fifteen (15) days upon demand by Secured Party to do so, time being of the essence, neither party unreasonably withholding, delaying or denying its consent and after lapse of such period, the matter shall be submitted to arbitration hereunder using the Expedited Schedule of Arbitration. (l) "Collateral" means the item of Collateral described on Exhibit "A". (m)
Adverse Claims shall have the meaning set forth in Section 1(a).