Valid Sale. This Agreement evidences a valid sale and assignment of the Sold Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.
Valid Sale. Each sale of Receivables and the Related Rights made by such Originator pursuant to this Agreement shall constitute a valid sale (or, with respect to the Contributing Originator, contribution), transfer and assignment of Receivables and Related Rights to the Buyer, enforceable against creditors of, and purchasers from, such Originator, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
Valid Sale. This Agreement constitutes an absolute and irrevocable valid sale, transfer and assignment or contribution, as applicable, of the Receivables originated by the Originator and the Related Assets to Buyer free and clear of any Adverse Claim (other than Permitted Adverse Claims), or alternatively the granting of a valid security interest in the Receivables originated by the Originator and the Related Assets to Buyer, enforceable against creditors of, and purchasers from, the Originator.
Valid Sale. This Agreement and the PSA Assignment constitute a valid sale, transfer and assignment of the Purchased Property transferred thereby, enforceable against creditors of and purchasers from the Seller.
Valid Sale. This Agreement and each Subsequent Purchase Agreement, if any, shall effect a valid sale, transfer and assignment of the Loan Assets from the Originator to the Trust Depositor, enforceable against the Originator in accordance with their terms.
Valid Sale. With respect to the Initial Accounts, this Agreement and the related assignment to be delivered on the Initial Closing Date or, in the case of Additional Accounts, the related assignment as described in Section 2.03(b), when duly executed and delivered, shall constitute a valid sale, transfer and assignment to the Purchaser of all right, title and interest of GMAC in, to and under the Eligible Receivables thereunder and the related Vehicle Collateral Security, whether then existing or thereafter created, and the proceeds thereof, enforceable against creditors of and purchasers from GMAC. To the extent such filings are required therefor, upon the filing of the financing statements described in Section 7.02(a) (and, in the case of Eligible Receivables hereafter created in the Accounts in the Pool of Accounts and the proceeds thereof, upon the creation thereof) the Purchaser shall have a first priority perfected ownership interest in such property, except for Liens permitted under Section 4.04(a). Except as otherwise provided in the Trust Sale and Servicing Agreement or this Agreement, neither General Motors, GMAC nor any Person claiming through or under General Motors or GMAC has any claim to or interest in the Trust Estate.
Valid Sale. This Agreement and each Subsequent Transfer Agreement, if any, shall effect a valid sale, transfer and assignment of the Loan Assets from the Trust Depositor to the Issuer, enforceable against the Trust Depositor and creditors of and purchasers from the Trust Depositor, except as enforcement of such terms may be limited by applicable Insolvency Laws and general principles of equity, whether considered in a suit at law or in equity.
Valid Sale. This Agreement or the related Assignment constitutes a valid sale and assignment to the Issuer of all right, title and interest of the Depositor in, to and under the Sold Receivables originated in the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and all of the Depositor’s rights, remedies, powers and privileges with respect to the Sold Receivables under the Receivables Purchase Agreement and, in each case, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Issuer will have a first priority perfected ownership interest in such property, subject to Permitted Liens. Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Depositor nor any Person claiming through or under it has any claim to or interest in the Trust Property.
Valid Sale. This Agreement and each Sale Assignment shall effect a valid sale, transfer and assignment of the Purchased Assets from the Seller to the Buyer, enforceable against the Seller in accordance with their terms.
Valid Sale. This Agreement or the related Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in the Sold Receivables in connection with the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens. Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.
