Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims. (b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (c) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person. (d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement. (e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 2 contracts
Sources: Sale and Contribution Agreement (Kinetik Holdings Inc.), Sale and Contribution Agreement (Mativ Holdings, Inc.)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator, which (A) ownership interest or security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims (other than Permitted Liens).
(bii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Such Originator owned owns and had has good and marketable title to the Receivables and Related Rights being sold or purportedly sold by it hereunder free and clear of any Adverse Claim (other than Permitted Liens) of any Person.
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the such Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(ev) Other than the ownership interest or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent (or PNC as “Administrator” under the Pre-Existing Securitization) or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such the Originator legally and beneficially owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such the Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security trust interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a trust, granted a security interest in, or otherwise conveyed or declared a trust over any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against such the Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor favour of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such the Originator.
Appears in 1 contract
Sources: Sale Agreement (Sabre Corp)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originatorthe Seller’s right, title and interest in, to and under the Receivables and Related Rights Support Assets which (A) security interest has been or will perfected to the extent perfection may be on achieved by filing a financing statement under the date hereof perfected UCC and is enforceable against creditors of and purchasers from such Originator the Seller and (B) is will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims).
(bii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior Prior to their the sale or contribution of the Support Assets to Buyer pursuant to this AgreementAdministrative Agent hereunder, such Originator owned the Seller owns and had has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim of any PersonPerson (other than Permitted Adverse Claims).
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Rights Security from such each Originator to the Buyer Seller pursuant to the Purchase and Sale Agreement and the grant by the Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement.
(ev) Other than the ownership or security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against such Originator the Seller that include a description of collateral covering and by proper proceedings and with respect to which appropriate reserves are being maintained by the Receivables and Related Rights other than any financing statement (i) Seller in favor of accordance with GAAP as reasonably determined by the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorSeller.
Appears in 1 contract
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the universality of the present and future Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from originated by such Originator and (B) is free of all Adverse ClaimsOriginator.
(bii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Such Originator owned owns and had has good and marketable title to the Receivables and Related Rights being sold or purportedly sold by it hereunder free and clear of any Adverse Claim (other than Permitted Liens) of any PersonPerson and the Buyer will acquire all of such Originator’s right, title and interest in such Receivables and Related Rights and a valid and perfected first priority ownership interest in each such Receivable and Related Right then existing or thereafter arising, free and clear of any Adverse Claim (other than Permitted Liens).
(div) All Except for the registration of an assignment at the Register of Personal and Movable Real Rights (“RPMRR”) in the Province of Quebec, which will be completed promptly after the Initial Purchase Date, all appropriate financing statements, financing statement amendments amendments, assignments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the such Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(ev) Other than the ownership or interest, the hypothec and the security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted an hypothec on or a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent (or PNC as “Administrator” under the Pre-Existing Securitization) or (ii) that has been terminated or amended to reflect the release of any hypothec or security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the applicable Originator’s right, title and interest in, to and under the Receivables and Related Rights Sold Assets which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims in such Sold Assets.
(bii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such The applicable Originator owned owns and had has good and marketable title (immediately prior to its sale or contribution hereunder) to the Receivables and Related Rights Sold Assets to be sold or contributed by it hereunder free and clear of any Adverse Claim of any PersonPerson (other than Permitted Liens).
(div) All appropriate Appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution (or, in the case of the Receivables and Related Rights SPE Parent, contribution) of the Sold Assets from such Originator to the Buyer pursuant to this Agreement.
(ev) Other than the ownership or backup security interest granted to the Buyer pursuant to Section 2.3 of this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Sold Assets to any Person other than the Buyer, except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights Sold Assets other than any financing statement (i) in favor of the Administrative Agent Buyer or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsterminated. Such Originator is not aware unaware of any judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (DCP Midstream, LP)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in assignment of the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator that are to be sold (or purported to be sold) by such Originator hereunder, which assignment, upon the creation of each new Receivable sold or purported to be sold hereunder, and on the Amendment Effective Date (in the case of all then-existing Receivables)
(A) security interest has been or will perfected (subject to the fact that notice of assignment is not required to be on provided to each Obligor until required pursuant to Section 5.01(s) of the date hereof perfected RLSA) and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims of such Originator or Persons claiming through such Originator.
(bii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC[Deleted.]
(ciii) Immediately prior to their At the time of such Originator’s sale (or contribution to Buyer pursuant to this Agreementpurported sale) hereunder of any Receivable (and Related Rights), such Originator owned owns and had has good and marketable title to the such Receivables (and Related Rights Rights), free and clear of any Adverse Claim of any Person(other than Permitted Liens).
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement[Deleted.]
(ev) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except to be sold (or purported to be sold) by such Originator hereunder except: (A) as permitted by this Agreement and the other Transaction Documents Basic Documents; and except (B) any such prior conveyances having no continuing effect and as to security interests being released upon which any lien or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the conveyed Receivables and Related Rights, other than any such lien or security interest in favour of the Buyer (or the Agent, as the Buyer’s assignee), has been released. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) The representations contained in this Section 6.1(p) shall be continuing and shall remain in full force and effect until the date of the final payment to the Buyer under RLSA Section 6.07.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and the Related Rights which (Ai) security interest has been perfected (in the case of the Related Rights, in only that portion of the Related Rights in which an ownership or will security interest may be on perfected by the date hereof perfected filing of a financing statement under the UCC) and is enforceable against creditors of and purchasers from such Originator and (Bii) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts,” “tangible chattel paper,” “payment intangible or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer Company pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale contribution and contribution assignment of the Receivables and Related Rights in which a security interest may be perfected by the filing of a financing statement under the UCC from such each Originator to the Buyer Company pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.Transaction
Appears in 1 contract
Sources: Transfer and Contribution Agreement (First Data Corp)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such the Originator and (Bii) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such the Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such the Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against such the Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such the Originator.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Fortrea Holdings Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s its right, title and interest in, to and under the Receivables and Related Rights which (A) ownership or security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such the Originator and (B) is will be free of all Adverse ClaimsClaims in such Receivables and Related Rights.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their the sale of, or contribution to Buyer pursuant to this Agreementgrant of security interest in, such Originator the Receivables and Related Rights transferred hereunder, it owned and had good and marketable title to the such Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the its sale and or contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Rights from such Originator it to the Buyer Company pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such Originator it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator It has not authorized the filing of and is not aware of any financing statements filed against such Originator it that include a description of collateral covering the Receivables and or Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsreleased. Such Originator It is not aware of any judgment lien, ERISA lien or tax lien filings against such Originatorit that either (A) attaches to any of the Receivables or Related Rights or (B) could reasonably be expected to have a Material Adverse Effect.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Synchronoss Technologies Inc)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such OriginatorSeller’s right, title and interest in, to and under the Receivables and Related Rights which Support Assets which, (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator Seller and (B) is will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims.
(bii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned The applicable Seller owns and had has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim of any Personother than Permitted Adverse Claims.
(div) All appropriate financing statements, financing statement amendments and amendments, continuation statements and other applicable lien filings have been filed in 74 the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights Security from such each applicable Originator to such Seller pursuant to the Buyer applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement.
(ev) Other than the ownership or security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Originator Seller that include a description of collateral covering the Receivables and Related Rights Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsterminated. Such Originator Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorSeller.
Appears in 1 contract
Sources: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorOriginator that is not released simultaneously or prior to its transfer hereunder.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Compass Minerals International Inc)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims.
(ba) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(cb) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(dc) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement.
(ed) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien lien, pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against such Originator.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Core Natural Resources, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such each Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorOriginator that is not released simultaneously or prior to its transfer hereunder.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.22 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Evoqua Water Technologies Corp.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such (x) Sub-Originator to Consol pursuant to the Sub-Originator Sale Agreement and (y) each Originator to the Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator or the Sub-Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien lien, pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against such Originator or the Sub-Originator.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security ownership interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables.
(bii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior Prior to their the sale or contribution to Buyer pursuant to this Agreementof the Receivables hereunder, such Originator owned owns and had has good and marketable title to the such Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. After giving effect to the sale of the Receivables hereunder, Buyer (or its assigns) owns the Receivables free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person.
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights Security (solely to the extent perfection may be achieved by filing a financing statement under the UCC) from such each Originator to the Buyer pursuant to this AgreementBuyer.
(ev) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsterminated. Such The Originator is not aware of any material judgment lien, ERISA lien or tax lien filings for unpaid taxes against such the Originator.
(vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 2.1(i) shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims (other than Permitted Adverse Claims).
(bii) The Receivables constitute “accounts”, “general intangibles” or “general intangiblestangible chattel paper” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Such Originator owned owns and had has good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person.
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights rights from such each Originator to the Buyer pursuant to this Agreement.
(ev) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) All chattel paper evidencing Receivables is being held by the Servicer as bailee for the Secured Parties and the Buyer at the locations identified in Schedule V or has been delivered to the Administrative Agent or the Administrative Agent’s designee. No such chattel paper is in the possession of any Person other than the Servicer, the Administrative Agent or the Administrative Agent’s designee. No chattel paper evidencing Receivables have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than such Originator, the Buyer or the Administrative Agent.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Quintiles Transnational Holdings Inc.)
Perfection Representations. (ai) This Agreement creates a valid As of the Initial Purchase Date and continuing ownership or security interest (as defined subsequent closing dates in accordance with Section 1.2, the applicable UCC) in such Buyer will be the beneficial owner of the Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator to be acquired by it on the Initial Purchase Date and subsequent closing dates, which (A) security ownership interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims (other than Permitted Liens).
(bii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Each Originator owned and had good and marketable title to is selling the Receivables and Related Rights hereunder with full title guarantee and, for the avoidance of doubt, the Receivables and Related Rights are free and clear of any Adverse Claim (other than Permitted Liens) of any Person.
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed Under Applicable Laws in the proper filing office in jurisdiction of incorporation of the appropriate jurisdictions under applicable Law in order to perfect (and continue Originators it is not necessary that the perfection of) UK Transaction Documents or Transaction Documents or the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreementbe filed, recorded or enrolled with any court or other Governmental Authority.
(ev) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other UK Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of which it is party, and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) Notwithstanding any other provision of this Agreement or any other UK Transaction Document or any Transaction Document to which it is party, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims (other than Permitted Adverse Claims).
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(ed) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware .
(e) Notwithstanding any other provision of this Agreement or any judgment lienother Transaction Document, ERISA lien or tax lien filings against such Originatorthe representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Computer Sciences Corp)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.. 708335522 13436693
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originatorthe Contributor’s right, title and interest in, to and under the Contributed Receivables and Related Rights which (A) ownership or security interest has been perfected (but with respect to the perfected ownership or will security interest in the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be on perfected by the date hereof perfected filing of a financing statement or pursuant to a Collection Account Control Agreement under the UCC) and is enforceable against creditors of and purchasers from such Originator the Contributor and (B) is will be free of all Adverse ClaimsClaims in such Contributed Receivables.
(b) The Prior to the contribution of, or grant of security interest in, the Contributed Receivables constitute “accounts” or “general intangibles” within transferred hereunder, the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator Contributor owned and had good and marketable title to the such Contributed Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(dc) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of and/or grant of a security interest in the Contributed Receivables and Related Rights from such Originator the Contributor to the Buyer Company pursuant to this Agreement.
(ed) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement and the security interest granted to the Administrative Agent pursuant to the Pledge Agreement, such Originator the Contributor has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights Rights, any of the Capital Stock of the Company owned by the Contributor or any other assets or property of the Contributor except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator The Contributor has not authorized the filing of and is not aware of any financing statements filed against such Originator the Contributor that include a description of collateral covering the Receivables and or Related Rights Rights, the Capital Stock of the Company owned by the Contributor or any other assets or property of the Contributor other than any financing statement (i) in favor of the Company or the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related RightsAgent. Such Originator The Contributor is not aware of any judgment lien, ERISA lien or tax lien filings against such Originatorthe Contributor.
(e) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.11 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers lenders from such the Originator and (B) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such the Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such the Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against such the Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such the Originator.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Centuri Holdings, Inc.)
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originatorthe Seller’s right, title and interest in, to and under the Receivables and Related Rights Supporting Assets which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator the Seller and (B) is will be free of all Adverse ClaimsClaims in any Supporting Assets.
(bii) The Pool Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(ciii) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned The Seller owns and had has good and marketable title to the Receivables and Related Rights Supporting Assets free and clear of any Adverse Claim of any Person.
(div) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights Security from such each Originator to the Buyer Seller pursuant to the Transfer Agreement and the Seller’s sale and grant of a security interest in the Supporting Assets to the Administrative Agent pursuant to this Agreement.
(ev) Other than the ownership or security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Supporting Assets except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against such Originator the Seller that include a description of collateral covering the Receivables and Related Rights any Supporting Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsterminated. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Originatorthe Seller.
(vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 6.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Centuri Holdings, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such each Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) ownership or security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such each Originator and (B) is will be free of all Adverse ClaimsClaims in such Receivables and Related Rights.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their the sale or contribution to Buyer pursuant to this Agreementof, such or grant of security interest in, the Receivables and Related Rights transferred hereunder, each Originator owned and had good and marketable title to the such Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and or contribution of and/or grant of a security interest in the Receivables and Related Rights from such each Originator to the Buyer Company pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such no Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except (in the case of the contributed Receivables) for transfer to the Contributing Originator or as otherwise permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Each such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and or Related Rights other than any financing statement (i) in favor of the Administrative Agent or Agent, (ii) that has been terminated or amended to reflect the release (iii) which, in respect of any Receivables or Related Rights covered under such financing statement or other lien filing, such Receivables or Related Rights has been or will be, upon the sale or contribution of such Receivables or Related Rights pursuant to the Transaction Documents, released under the governing documents establishing the lien or security interest in the Receivables and Related Rightsdescribed by such financing statement or other lien filing. Such No Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (ai) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator that are to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder, which ownership interest or security interest, upon the creation of each new Receivable sold or otherwise conveyed or purported to be sold or otherwise conveyed hereunder, and on the Original Closing Date (in the case of all then-existing Receivables) (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims of such Originator or Persons claiming through such Originator.
(bii) The Receivables originated by such Originator and to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder constitute “accounts” or “general intangibles” within the meaning of Section 9-102 Article 9 of the UCC.
(ciii) Immediately prior to their At the time of such Originator’s sale or contribution to Buyer pursuant to this Agreementother conveyance (or purported sale or other conveyance) hereunder of any Receivable (and Related Rights), such Originator owned owns and had has good and marketable title to the such Receivables (and Related Rights Rights), free and clear of any Adverse Claim of any Person(other than Permitted Liens).
(div) All appropriate financing statements, financing statement statements (including any applicable amendments and continuation statements continuations) have been filed in the proper each filing office in the appropriate jurisdictions necessary under applicable Law law in order to perfect (and continue the perfection of) the sale or other conveyance to the Buyer of (and contribution of to protect the Buyer’s ownership interest in) the Receivables and Related Rights to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder against all creditors of and purchasers from such Originator to the Buyer pursuant to this AgreementOriginator, and all filing fees and taxes, if any, payable in connection with such filings have been paid in full.
(ev) Other than the ownership interest or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder except: (A) as permitted by this Agreement and the other Transaction Documents Basic Documents; and except (B) any such prior conveyances having no continuing effect and as to which any lien or security interests being released upon interest in the conveyed Receivables and Related Rights, other than any such lien or prior to security interest in favor of the sale and contribution to Buyer hereunder(or the Agent, as the Buyer’s assignee), has been released. Such Originator has not authorized the filing of of, and is not aware of of, any financing statements filed against such Originator that include a description of collateral covering the Receivables originated by such Originator and Related Rights to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder, other than any financing statement (iX) in favor of the Administrative Agent Buyer (or the Agent, as the Buyer’s assignee), or (iiY) that has been terminated or amended (or is being concurrently terminated or amended) to reflect the release of any security interest in the such Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(vi) The representations contained in this Section 6.1(p) shall be continuing, and shall remain in full force and effect until the date of the final payment to the Buyer under RLSA Section 6.07.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Volt Information Sciences, Inc.)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorOriginator that is not released simultaneously or prior to its transfer hereunder.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Owens & Minor Inc/Va/)
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such the Originator and (Bii) is free of all Adverse Claims.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such the Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed filed, or will be filed, in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such the Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against such the Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such the Originator.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such each Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) ownership or security interest has been perfected (but with respect to the perfected ownership or will security interest in the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be on perfected by the date hereof perfected filing of a financing statement or pursuant to a Collection Account Control Agreement under the UCC) and is enforceable against creditors of and purchasers from such each Originator and (B) is will be free of all Adverse ClaimsClaims in such Receivables and Related Rights.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) Business Days following the Closing Date, in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and or contribution of and/or grant of a security interest in the Receivables and Related Rights from such each Originator to the Buyer Company pursuant to this Agreement.
(ec) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such no Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on or prior to the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Each such Originator has not authorized the filing of of, and is not aware of to each such Originator’s knowledge there are not, any financing statements filed against such Originator that include a description of collateral covering the Receivables and or Related Rights other than any financing statement (i) in favor of the Company or the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any To each such Originator’s knowledge, there are no judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof Closing Date perfected and is enforceable against creditors of and purchasers from such Originator and (Bii) is free of all Adverse ClaimsClaims (other than Permitted Liens).
(ba) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(cb) Immediately prior Prior to their sale or contribution to the Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any PersonPerson (other than Permitted Liens).
(dc) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement.
(ed) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such each Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rightsterminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator, which (A) ownership interest or security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is will be free of all Adverse ClaimsClaims (other than a Permitted Lien).
(b) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior to their the sale or contribution (or, with respect to Sylvamo North America, the contribution) by such Originator to the Buyer pursuant to this Agreement, such Originator owned and had good and marketable title to the Receivables and Related Rights being sold or contributed or purportedly sold or contributed by it hereunder free and clear of any Adverse Claim (other than a Permitted Lien) of any Person.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of such Receivables (solely to the Receivables extent perfection may be achieved by filing a financing statement under the UCC) and Related Rights from such each Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership interest or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such OriginatorOriginator that could reasonably be expected to have a Material Adverse Effect.
(f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.16 shall be continuing and remain in full force and effect until the Final Payout Date.
Appears in 1 contract
Perfection Representations. (a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Originator’s right, title and interest in, to and under the Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such the Originator and (Bii) is free of all Adverse Claims in such Receivables and Related Rights other than Permitted Adverse Claims; provided no security interest shall be required to be perfected against any Collection Account.
(b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.
(c) Immediately prior Prior to their sale or contribution to Buyer Buyer, pursuant to this Agreement, such the Originator owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any PersonPerson other than Permitted Adverse Claims.
(d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Rights from such the Originator to the Buyer pursuant to this Agreement.
(e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunderDocuments. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against such the Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such the Originator.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Labcorp Holdings Inc.)