Common use of Binding Obligation, Valid Transfer and Security Interest Clause in Contracts

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each of the Sale Papers constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) or by an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes a valid sale, assignment and conveyance to the Buyer of all right, title and interest of the Seller in, to and under the Purchased Assets, and such transfer is free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each of the Sale Papers constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) or by an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes a valid sale, assignment and conveyance transfer to the Buyer of all right, title and interest of the Seller in, to and under the Purchased Assets, and such transfer is free and clear of any Lien lien of any Person claiming through or under the Seller or its Affiliates.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each of the Sale Papers constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) or by an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes a valid sale, assignment and conveyance transfer to the Buyer of all right, title and interest of the Seller in, to and under the Purchased Assets, and such transfer is free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens.