Quality of Title. Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower (or, in the case of the North Carolina Receivables, the Trust), free and clear of any Lien except for Permitted Liens, and upon the making of the Loan, the Administrative Agent, on behalf of the Secured Parties, shall acquire a valid and perfected first priority security interest in each Receivable (or, in the case of the North Carolina Receivables, the 2023-1B SUBI Certificate) and, to the extent such a security interest can be perfected by filing a financing statement under the UCC (in the case of the Receivables other than the North
Title and Headings. The titles and headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties.
Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for # Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and # Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
Title to Interests. Seller is the sole owner of the Aircraft and has good and marketable title thereto, free and clear of any and all Liens. Seller has the full power and authority to transfer full legal and beneficial title to the Aircraft, free and clear of all Liens. At Closing, good and marketable and fully legal and beneficial title to the Aircraft shall be transferred to Buyer free and clear of all Liens.
Title and Duties. During the Employment Period, Executive shall serve as the Senior Vice President & General Manager – Engineered Components of the Company. As such, he shall have the normal duties, responsibilities and authority of such position, subject to the power of the Company’s [[Organization A:Organization]] and its Board of Directors, to expand or limit such duties, responsibilities and authority within the confines of the ordinary duties, responsibilities and authority of a Senior Vice President & General Manager – Engineered Components. At such time as Executive’s employment with the Company terminates, he will be deemed to have resigned from any positions with the Company Group (defined below) or any other affiliated entity, including any officer or director position.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and the amended and restated memorandum and articles of association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance in accordance with the terms of this Agreement. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than # transfer restrictions hereunder and under the other agreements contemplated hereby, # transfer restrictions under federal and state securities laws, and # liens, claims or encumbrances imposed due to the actions of the Purchaser.
Title and Duties. You will be employed as Executive Vice President & CEO Property & Casualty Americas. In this capacity you will be based in [[Address B:Address]], and will report to Crawford's President and Chief Executive Officer. Your Grade Level will be [[Unknown Identifier]]. You will be expected to perform such duties and responsibilities customary to this position and as are reasonably necessary to the operations of the Company. You will be expected to comply with all provisions of the Company's Employee Handbook and any other Company policies that may be in effect from time to time during your employment. The Company reserves the right to change any and all of its policies, including its benefit and compensation plans, and the specific duties of your position.
Assignment of Title. Consultant agrees that on the Company’s request, Consultant shall promptly execute a specific assignment of title to the Company or its designee, and do anything else reasonably necessary to enable the Company or its designee to secure patent, copyright or other form of intellectual property or trade secret interest protection for the Developments in Canada and in all other countries.
No Defense to Insurance Coverage. [[Organization C:Organization]] has caused or will cause to be performed any and all acts required to preserve the rights and remedies of [[Organization B:Organization]] in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of [[Organization B:Organization]]. Other than with respect to a Scratch and Dent Mortgage Loan, no action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to [[Organization C:Organization]] on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any applicable, special hazard insurance policy, or applicable PMI Policy or bankruptcy bond (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of [[Organization C:Organization]], the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of
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