Validity of Transfer. A. The Debtors and the Buyer have full corporate power and authority to execute and deliver the APA and all other documents contemplated thereby, and no further consents or approvals are required for the Debtors or the Buyer to consummate the transactions contemplated by the APA, except as otherwise set forth in the APA.
B. The Purchased Assets constitute property of the Debtors’ estates and title thereto is presently vested in the Debtors’ estates within the meaning of section 541(a) of the Bankruptcy Code. The transfer of each of the Purchased Assets to the Buyer will be as of the Closing Date a legal, valid, and effective transfer of such assets, and vests or will vest the Buyer with all right, title, and interest of the Debtors to the Purchased Assets free and clear of all (a) liens, (b) claims, including, without limitation, all “claims” within the meaning of sections 101(5) and 102(2) of the Bankruptcy Code, (c) interests, (d) Encumbrances and (e) Liabilities, whether imposed by agreement, understanding, law, equity or otherwise and whether known or unknown, fixed or contingent or arising prior to or subsequent to the commencement of the Chapter 11 Cases (each of the foregoing described in clauses (a), (b), (c), (d) and (e) collectively or individually, the “Adverse Interests”), except for any Permitted Encumbrances and Assumed Liabilities.
Validity of Transfer. No transfer of Special Warrants will be valid unless made by the holder or the holder's executors or administrators or other legal representatives or the holder's attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the registrar, and upon compliance with such requirements as the registrar may prescribe.
Validity of Transfer. Notwithstanding the foregoing provisions of this Schedule 2, no Transfer of Shares or any economic interests therein to a Purchaser shall be valid or enforceable against either the Company or any Shareholder unless and until the Purchaser: (i) executes an Agreement of Adherence; and (ii) procures a guarantee of its obligations as Shareholder from a guarantor party acceptable to the other Shareholder (where the other Shareholder(s), acting reasonably, requires such a guarantee).
Validity of Transfer. The Company will not be required to recognize for any purpose any purported Transfer of all or any part of a Membership Interest unless and until all applicable provisions of this Section 3.4 have been satisfied and the Company has received the acknowledgment in substantially the form attached hereto as Appendix A executed by both the Transferor (or if the Transfer is on account of the bankruptcy, or liquidation of the Transferor, a trustee or representative) and the Transferee. Each Transfer and, if applicable, admission of a Substituted Member complying with the provisions of this Section 3.4 is effective when (x) the Company receives the documents required by this Section 3.4 reflecting such Transfer and (y) all other requirements of this Section 3.4 have been met.
Validity of Transfer. Should the Plan Trustees, on or after the Trigger Date elect to sell and assign the AIG Settlement Payments to a purchaser as permitted in the Settlement Agreement, such sale and transfer shall be free and clear of all right, title, and interest of the Debtors, the Collateral Trust, the Collateral Trustee and the beneficiaries of the Collateral Trust, and such a transfer by the Plan Trust of the AIG Settlement Payments shall be free and clear of all of the following (collectively, "Encumbrances"): mortgages, security interests, conditional sale or other title retention agreements, pledges, liens (as that term is defined in section 101(37) of the Bankruptcy Code), judgments, demands, easements, charges, encumbrances, defects, options, interests, covenants, claims, other encumbrances and restrictions of all kind of the Debtors and creditors of the Debtors.
Validity of Transfer. The Debtor has, to the extent necessary and applicable, (i) full corporate power and authority to execute and deliver the Purchase Agreement and all other documents contemplated thereby, (ii) all corporate authority necessary to consummate the transactions contemplated by the Purchase Agreement, and (iii) taken all corporate action necessary to authorize and approve the Purchase Agreement and the consummation of the transactions contemplated thereby. The Sale has been duly and validly authorized by all necessary corporate action. No consents or approvals, other than those expressly provided for in the Purchase Agreement, are required for the Debtor to consummate the Sale, execute the Purchase Agreement, or consummate the transactions contemplated thereby. U. The Debtor has (except to the extent otherwise provided in the Purchase Agreement) title to the Purchased Assets. The transfer of the Purchased Assets to the Purchaser will be, as of the Closing Date, a legal, valid, and effective transfer of the Purchased Assets, which transfer vests or will vest the Purchaser with all right, title, and interest of the Debtor to the Purchased Assets free and clear of (i) all Liens (as defined in the Purchase Agreement) relating to, accruing, or arising any time prior to the Closing Date, including, without limitation, any such Liens (x) that purport to give to any party a right of setoff or recoupment against, or a right or option to effect any forfeiture, modification, profit sharing interest, right of first refusal, purchase, or repurchase right or option, or termination of, the Debtor or the Purchaser’s interests in the Purchased Assets, or any similar rights, or (y) in respect of taxes, restrictions, rights of first refusal, charges of interests of any kind or nature, if any, including, without limitation, any restriction of use, voting, transfer, receipt of income, or other exercise of any attributes of ownership) and (ii) all debts arising under, relating to, or in connection with any act of the Debtor or claims (as that term is defined in Section 101(5) of the Bankruptcy Code), liabilities, obligations, demands, guaranties, options, rights, contractual commitments, restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of this case, and whether imposed by agreement, understanding, law, equity or otherwise relating to, accruing or arising any time prior to the Closing Date (collectively in this cla...
Validity of Transfer. The Sale has been duly and validly authorized by all necessary corporate action of the Debtors, who have full corporate power and authority to execute and deliver the Purchase Agreement and all other ancillary sale documents. Except as expressly set forth in the Purchase Agreement, no further consents or approvals are required for the Debtors to consummate the Sale as contemplated by the Purchase Agreement.
Validity of Transfer. No transfer of Unit Warrants will be valid unless made by the Holder or the Holder's executors or administrators or other legal representatives or the Holder's attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the registrar, and upon compliance with such requirements as the registrar may prescribe.
Validity of Transfer. Upon entry of this Sale Order, the Seller has full corporate power and authority to execute and deliver the Purchase Agreement and all other documents contemplated thereby, and no further consents or approvals are required for the Seller to consummate the transactions contemplated by the Purchase Agreement, except as otherwise set forth in the Purchase Agreement. U. The transfer of each of the Purchased Assets to the Purchaser will be as of the Closing Date a legal, valid, and effective transfer of such Purchased Assets, and vests or will vest the Purchaser with all right, title, and interest of the Seller to the Purchased Assets free and clear of all Claims and Encumbrances accruing, arising or relating thereto any time prior to the Closing Date, except for any Permitted Encumbrances and Assumed Liabilities.
Validity of Transfer. Each Seller hereby represents and warrants to the Issuer that, as of the date hereof, the Funding Date and as of each Advance Date, the Contract Payments Assignment constitutes and will constitute a valid transfer of all rights and interests of each Seller in, to and under the Contract Payments, which transfer is absolute, unconditional and irrevocable, although such property is subject to the repurchase obligations, options and other rights and obligations of the parties with respect to such property set forth in the Transaction Documents, and that such property will be held by the Issuer free and clear of any Lien of any Person claiming through or under that Seller or its Affiliates, except for (x) Permitted Liens and (y) the interests of the Indenture Trustee and the Noteholders.
