Valid Assignment; Binding Obligations. This Agreement constitutes a valid sale, assignment, transfer and conveyance to the Owner Trustee, on behalf of the Trust, of all right, title, and interest of VFCC in, to and under the Conveyed Assets and the Conveyed Assets will be held by the Trust free and clear of any Lien of any Person claiming, through or under VFCC, except the lien on the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement, when duly executed and delivered, will constitute the legal, valid, and binding obligation of VFCC enforceable against VFCC in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement constitutes a valid transfer and conveyance to the Issuer of all right, title, and interest of the Seller in, to and under the Transferred Assets and the Transferred Assets will be held by the Issuer free and clear of any Lien of any Person claiming through or under the Seller, except for Permitted Encumbrances; and this Agreement and each other Transaction Document to which the Seller is a party, when duly executed and delivered by the other parties thereto, will constitute a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement constitutes a valid contribution, assignment, transfer and conveyance to the Owner Trustee, on behalf of the Trust, of all right, title, and interest of First Union in, to and under the Conveyed Assets and the Conveyed Assets will be held by the Trust free and clear of any Lien of any Person claiming, through or under First Union, except the lien on the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement, when duly executed and delivered, will constitute legal, valid, and binding obligations of First Union enforceable against First Union in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement, any Subsequent Transfer Agreement and the other Transaction Documents to which First Sierra is a party, when duly executed and delivered, will constitute legal, valid, and binding obligations of First Sierra enforceable against First Sierra in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement and any Subsequent Transfer Agreement constitute a valid assignment, transfer and conveyance to the Owner Trustee, on behalf of the Trust, of all right, title, and interest of Receivables III in, to and under the Conveyed Assets, and the Conveyed Assets will be held by the Trust free and clear of any Lien of any Person claiming through or under Receivables III, except the lien on the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement and any Subsequent Transfer Agreement when duly executed and delivered, will constitute the legal, valid, and binding obligation of Receivables III enforceable against Receivables III in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement constitutes a valid sale, assignment, transfer and conveyance to LLC I or LLC II, as applicable, of all right, title, and interest of Bravo and Capital, as applicable, in, to and under the Contracts and the Conveyed Assets to be conveyed by Bravo or Capital, respectively, and such Contracts and Conveyed Assets will be held by LLC I or LLC II, as applicable, free and clear of any Adverse Claim of any Person claiming through or under Bravo or Capital, as applicable, except the lien on the Contracts and the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement when duly executed and delivered, will constitute the legal, valid, and binding obligation of Bravo and Capital, as applicable, enforceable against Bravo and Capital, as applicable, in accordance with its terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity;
Valid Assignment; Binding Obligations. This Agreement constitutes a valid sale, contribution, assignment, transfer and conveyance to the Transferors of all right, title, and interest of the Originator in, to and under the Conveyed Assets and the Conveyed Assets will be held by the Transferors free and clear of any Lien of any Person claiming, through or under the Originator, except for Liens permitted under, or to be created by the Indenture; and this Agreement, and the other Transaction Documents to which it is a party, when duly executed and delivered, will constitute legal, valid, and binding obligations of the Originator enforceable against the Originator in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Purchase Agreement and any other Transaction Document to which the Seller is a party, have been duly authorized, executed and delivered by the Seller and constitute a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with their terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement and any Subsequent Transfer Agreement constitute a valid contribution, assignment, transfer and conveyance to the Owner Trustee, on behalf of the Trust, of all right, title, and interest of First Union in, to and under the Conveyed Assets and the Conveyed Assets will be held by the Trust free and clear of any Lien of any Person claiming, through or under First Union, except the lien on the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement and any Subsequent Transfer Agreement, when duly executed and delivered, will constitute legal, valid, and binding obligations of First Union enforceable against First Union in accordance with their respective terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
Valid Assignment; Binding Obligations. This Agreement constitutes a valid assignment, transfer and conveyance to the Transferor of all right, title, and interest of Receivables III in, to and under the Conveyed Assets and the Conveyed Assets will be held by the Transferor free and clear of any Lien of any Person claiming, through or under Receivables III; and this Agreement when duly executed and delivered, will constitute the legal, valid, and binding obligation of Receivables III enforceable against Receivables III in accordance with its terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
