Validity of Transferred Financing Contracts Sample Clauses

Validity of Transferred Financing Contracts. Each Transferred Financing Contract and each Credit Enhancement related thereto constitutes and arose out of a bona fide business transaction entered into in the ordinary course of business of the Seller, consistent with its past practices, and is valid, binding and enforceable by the Seller against the lessee, obligor or borrower thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception. Each Transferred Financing Contract and each Credit Enhancement related thereto is unamended from its terms (as in effect at the origination of such Financing Contract) except as has occurred in the ordinary course of business, and each of such amendments has been accurately and adequately recorded in the Books and Records of the Seller relating thereto. Except as set forth on Schedule 4.1(m)(i) attached hereto, each Transferred Financing Contract and each Credit Enhancement related thereto is without any default thereunder by the Seller or CPLC. No Obligor under any Transferred Financing Contract has acquired any Portfolio Property, any interest in any Portfolio Property or the use of any Portfolio Property pursuant to any such Transferred Financing Contract for personal, family or household use. No Obligor under any Transferred Financing Contract is required under any applicable Law to withhold from payments on any such Transferred Financing Contract any amounts, whether for the payment of Taxes to any Governmental Authority or otherwise. The Seller has in its possession, has made available to the Buyer, and in connection with the Contribution Transaction, will transfer possession to CPLC of a fully executed original of any lease or note (and an executed original or a true and correct copy of all other material supporting certificates and related Documents) comprising each Transferred Financing Contract and each related Credit Enhancement and all other Documents required by the credit or investment approval relating thereto. The Seller has in its possession Documents sufficient to establish the original cost or value (as used by the Seller) of all Portfolio Property for purposes of determining personal property Tax liability. All payments pursuant to each Transferred Financing Contract are made directly to the Seller and, after the Closing, will be made directly to CPLC. The Seller is not, nor has it been, nor is it committed to become, a party to any Contract with respect to the Residual of any Portfolio Property except for c...
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Related to Validity of Transferred Financing Contracts

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity.

  • Conformity of Transaction Documents The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

  • Validity of Transaction The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxx, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on a Seller or to which any of his operations, business, properties, or assets is subject, except as would not affect the ability of such Seller to perform any of its material obligations under this Agreement. The Shares sold by the Seller have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Shares, sold by the Seller to Purchaser at the Closing, Purchaser shall acquire good and valid title to such Shares free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders’ agreements, and voting trusts (other than any created for and in favor of Purchaser).

  • Enforceability of Transaction Documents Each of the Transaction Documents to which it is a party has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms.

  • Authorization of Transaction Documents The execution, delivery and performance of this Lease and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of Lessee or its Subsidiaries, as the case may be.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • As Of Transactions For purposes of this Article M, the term “

  • Legality of Transactions No change in applicable law shall have occurred as a consequence of which it shall have become and continue to be unlawful (i) for Agent and each Lender to perform any of its agreements or obligations under any of the Loan Documents, or (ii) for Borrower to perform any of its agreements or obligations under any of the Loan Documents.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

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