Valid Sale; Binding Effect. Each purchase of Receivables and Related Security by the Purchaser hereunder shall constitute a valid sale and assignment by the Seller to the Purchaser, enforceable against creditors of, and purchasers from, the Seller. Each of the Transaction Documents to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding in equity or at law).
Valid Sale; Binding Effect. Each purchase of Receivables and -------------------------- Related Security by the Purchaser hereunder shall constitute a valid sale and assignment by the Seller to the Purchaser, enforceable against creditors of, and purchasers from, the Seller. Each of the Transaction Documents to which the Seller is a party will constitute the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding in equity or at law).
Valid Sale; Binding Effect. Each sale made by Customer pursuant to this Agreement and the other Transaction Documents shall constitute a valid assignment of or security interest in all of Customer’s right, title and interest in, to and under the Warehouse Assets by Customer to Buyer that is perfected and of first priority under the UCC and otherwise enforceable against creditors of and purchasers from Customer and free and clear of any Adverse Claim (other than those permitted hereunder). This Agreement and the other Transaction Documents have been duly executed and delivered by Customer and constitute the legal, valid and binding obligations of Customer, enforceable against Customer in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
Valid Sale; Binding Effect. Each purchase from such Seller of Receivables and Related Security by MRFC hereunder shall constitute a valid sale and assignment by such Seller to MRFC, enforceable against creditors of, and purchasers from, such Seller. Each of the Transaction Documents to which such Seller is a party will constitute the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding in equity or at law).
Valid Sale; Binding Effect. Each transfer of Receivables by an Originator hereunder shall constitute a valid conveyance and assignment by the applicable Originator to MRFC, enforceable against creditors of, and purchasers from, such Originator. Each of the Related Documents to which such Originator is a party will constitute the legal, valid and binding obligation of such Originator, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). On or prior to the Closing Date, each of the Related Documents to which such Originator is a party have been duly executed and delivered by such Originator.
Valid Sale; Binding Effect. Each purchase of Receivables and Related Security by the Purchaser hereunder shall constitute a valid sale and assignment by the applicable Seller to the Purchaser, enforceable against creditors of, and purchasers from, such Seller, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding at law or in equity). Each of the Transaction Documents to which such Seller is a party will constitute the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding at law or in equity). The security interest granted to the Purchaser by such Seller pursuant to Section 2.1(d) will at all times be a fully perfected first priority security interest in and to the Seller Collateral transferred by such Seller.
