Protection of Right Title and Interest Clause Samples
The 'Protection of Right, Title and Interest' clause serves to affirm and safeguard a party's legal ownership and claims over certain property, assets, or intellectual property involved in an agreement. In practice, this clause typically requires the other party to acknowledge these rights and refrain from actions that could infringe, challenge, or dilute them; for example, it may obligate a licensee not to contest the licensor's trademark ownership. Its core function is to prevent disputes over ownership and ensure that the rightful holder's interests are legally protected throughout the duration of the contract.
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Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer sys...
Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Swap Provider.
(c) The Contributor shall deliver to the Transferor, the Managing Member, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements.
(c) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America.
(d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller’s master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. 11 (Nissan 2005-B Purchase Agreement)
(e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.
(f) The Seller shall permit the Purchaser and its agents at any time during normal business hours upon reasonable adva...
Protection of Right Title and Interest. 11 Section 5.02. Other Liens or Interests.....................................12 Section 5.03.
Protection of Right Title and Interest. (a) The Transferor shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.
(b) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof.
(c) The Transferor will give the Issuer prompt written notice of any relocation of its chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its principal executive office within the United States of America.
(d) The Transferor will deliver to the Issuer and the Indenture Trustee on or before [________ __] of each year, beginning with [____], an Opinion of Counsel, substantially in the form of Exhibit C.
Protection of Right Title and Interest. (a) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) of the Contribution and Servicing Agreement seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Issuer at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Company shall propose to sell, grant a security interest in or otherwise transfer any interest in contracts to any prospective lender, or other transferee, the Company shall give to such prospective lender, or other transferee, computer tapes, records, or print-outs (including any restored from archives)that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that all right, title and interest in such Contract (other than the Company's Retained Interest) have been sold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Swap Provider.
(c) The Company shall not amend its certificate of incorporation without the prior written consent of the Rating Agencies.
Protection of Right Title and Interest. (a) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(d) of the Amended and Restated Contribution and Servicing Agreement seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Issuer at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements.
(b) If at any time the Company shall propose to sell, grant a security interest in or otherwise transfer any interest in contracts to any prospective lender, or other transferee, the Company shall give to such prospective lender, or other transferee, computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract have been sold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders.
(c) The Company shall not amend its certificate of incorporation without the prior written consent of the Rating Agencies.
Protection of Right Title and Interest. The Transferor covenants and agrees with the Purchasers as follows:
Protection of Right Title and Interest. The Transferor covenants and agrees with the Trust as follows:
Protection of Right Title and Interest. The Loan Seller agrees with the Purchaser and Issuing Entity as follows: Asset Purchase Agreement