Common use of Binding Obligation, Valid Transfer and Security Interest Clause in Contracts

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each of the Sale Papers constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) or by an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes a valid transfer to the Buyer of all right, title and interest of the Seller in, to and under the Purchased Assets, and such transfer will be free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. Upon the filing of the financing statements described in Section 4.1(r) and, in the case of Subsequent Contracts on the applicable Subsequent Purchase Date, the Buyer shall have a first priority perfected security interest in such property, subject only to Permitted Liens.