Common use of Valid Assignment; Binding Obligations Clause in Contracts

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;

Appears in 1 contract

Samples: Receivables Transfer Agreement (HPSC Inc)

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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, HPSC in, to and under the Contracts and the Conveyed Assets to be conveyed by Bravo or Capital, respectivelyHPSC, 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 applicableHPSC, except the lien on the Contracts and the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement and every other Transaction Document to which it is a party when duly executed and delivered, will constitute the legal, valid, and binding obligation of Bravo and Capital, as applicable, HPSC enforceable against Bravo and Capital, as applicable, HPSC in accordance with its their respective 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;

Appears in 1 contract

Samples: Receivables Transfer Agreement (HPSC Inc)

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 HPSC and CapitalACFC, as applicable, in, to and under the Contracts and the Conveyed Assets to be conveyed by Bravo or Capital, respectivelyAssets, 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 CapitalHPSC and ACFC, 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 and every other Transaction Document to which it is a party when duly executed and delivered, will constitute the legal, valid, and binding obligation of Bravo HPSC and CapitalACFC, as applicable, enforceable against Bravo HPSC and CapitalACFC, as applicable, in accordance with its their respective 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;

Appears in 1 contract

Samples: Receivables Transfer Agreement (HPSC Inc)

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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 applicableBravo, except the lien on the Contracts and the Conveyed Assets in favor of the Indenture Trustee granted pursuant to the Indenture; and this Agreement and any Subsequent Transfer Agreement to which it is a party when duly executed and delivered, will constitute the legal, valid, and binding obligation of Bravo and Capital, as applicableBravo, enforceable against Bravo and Capital, as applicableit, 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;

Appears in 1 contract

Samples: Receivables Transfer Agreement (HPSC Inc)

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