Common use of Binding Obligation Clause in Contracts

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 60 contracts

Samples: Purchase and Sale Agreement (OE Funding LLC), Recovery Property Purchase and Sale Agreement (PG&E Corp), Storm Recovery Property Purchase and Sale Agreement (Entergy Arkansas Restoration Funding, LLC)

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Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, except as enforceability may be subject to applicable or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and liquidation or other similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 56 contracts

Samples: Receivables Purchase Agreement (Honda Auto Receivables 2012-2 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2011-1 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2015-3 Owner Trust)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ rights generally from time and the remedy of specific performance and injunctive relief may be subject to time in effect certain equitable defenses and to general principles the discretion of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought.

Appears in 49 contracts

Samples: Sale and Servicing Agreement (John Deere Owner Trust 2017), Sale and Servicing Agreement (John Deere Owner Trust 2017-B), Sale and Servicing Agreement (John Deere Owner Trust 2022)

Binding Obligation. This Agreement constitutes (A) a valid sale, transfer and assignment of the Contracts, enforceable against creditors of and purchasers from the Seller and (B) a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization or other similar laws affecting the enforcement of creditors' rights in general and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 35 contracts

Samples: Sale and Servicing Agreement (WFS Financial Auto Loans Inc), Sale and Servicing Agreement (WFS Financial 1997-B Owner Trust), Sale and Servicing Agreement (WFS Receivables Corp 3)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 18 contracts

Samples: Transition Property Purchase and Sale Agreement (Entergy Gulf States Reconstruction Funding I, LLC), Transition Property Purchase and Sale Agreement (Entergy Texas Restoration Funding, LLC), Purchase and Sale Agreement (PSNH Funding LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, except as enforceability may be subject to applicable or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer liquidation or other similar laws affecting the enforcement of creditors' rights in general and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 15 contracts

Samples: Receivables Purchase Agreement (American Honda Receivables Corp), Receivables Purchase Agreement (Honda Auto Receivables 2006-2 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2007-1 Owner Trust)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, terms except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ rights generally from time and the remedy of specific performance and injunctive relief may be subject to time in effect certain equitable defenses and to general principles the discretion of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought.

Appears in 14 contracts

Samples: Sale and Servicing Agreement (John Deere Owner Trust 2013-B), Sale and Servicing Agreement (John Deere Owner Trust 2009-B), Sale and Servicing Agreement (Deere John Receivables Inc)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, terms subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law).

Appears in 11 contracts

Samples: Intangible Transition Property Sale Agreement (Pp&l Transition Bond Co Inc), Sale Agreement (Consumers Funding LLC), Transition Property Sale Agreement (PSE&G Transition Funding II LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 11 contracts

Samples: Property Sale Agreement (Cleco Power LLC), Securitization Property Purchase and Sale Agreement (SIGECO Securitization I, LLC), Securitization Property Purchase and Sale Agreement (SIGECO Securitization I, LLC)

Binding Obligation. This Agreement Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its termsthe terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect generally, and to (B) general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

Appears in 10 contracts

Samples: Master Spread Acquisition and MSR Servicing Agreement (PennyMac Mortgage Investment Trust), Master Spread Acquisition and MSR Servicing Agreement (Pennymac Financial Services, Inc.), MSR Servicing Agreement (Pennymac Financial Services, Inc.)

Binding Obligation. This Agreement constitutes shall constitute a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to or by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 10 contracts

Samples: Receivables Purchase Agreement (Toyota Motor Credit Corp), Receivables Purchase Agreement (Toyota Motor Credit Corp), Receivables Purchase Agreement (Toyota Motor Credit Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ ' rights generally from time generally, and the remedy of specific performance and injunctive relief may be subject to time in effect certain equitable defenses and to general principles the discretion of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Caterpillar Financial Funding Corp), Sale and Servicing Agreement (Caterpillar Financial Funding Corp), Sale and Servicing Agreement (Caterpillar Financial Funding Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law).

Appears in 7 contracts

Samples: Sale Agreement (MP Environmental Funding LLC), Sale Agreement (MP Environmental Funding LLC), Sale Agreement (MP Environmental Funding LLC)

Binding Obligation. This Agreement constitutes a is the legal, valid valid, and binding obligation of the Seller Seller, enforceable against it Seller in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and or other similar laws relating to of general application or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Farmer Brothers Co), Partnership Interest Purchase Agreement, Stock Purchase Agreement (Rokk3r Inc.)

Binding Obligation. This Agreement constitutes a ------------------- legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 6 contracts

Samples: Transition Property Purchase and Sale Agreement (Sce Funding LLC), Purchase and Sale Agreement (Sce Funding LLC), Transition Property Purchase and Sale Agreement (Sdg&e Funding LLC a De Limited Liability Co)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 6 contracts

Samples: Transition Property Sale Agreement (CenterPoint Energy Transition Bond Co IV, LLC), Transition Property Sale Agreement (Centerpoint Energy Houston Electric LLC), Transition Property Sale Agreement (CenterPoint Energy Transition Bond CO III, LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, terms subject to applicable bankruptcy, receivership, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law).

Appears in 5 contracts

Samples: Intangible Transition Property Sale Agreement (Peco Energy Transition Trust), Intangible Transition Property Sale Agreement (West Penn Funding LLC), Intangible Transition Property Sale Agreement (Peco Energy Transition Trust)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its respective terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer except as such enforceability may be limited by Insolvency Laws and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 4 contracts

Samples: Sale and Contribution Agreement (Investcorp Credit Management BDC, Inc.), Sale, Contribution and Master Participation Agreement (Oxford Square Capital Corp.), Contribution and Master Participation Agreement (TICC Capital Corp.)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent transfer moratorium and other similar laws relating to or affecting creditors’ or secured parties’ creditors rights generally from time to time in effect and to by general equity principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: 2003 Asset Purchase Agreement (United Artists Theatre Circuit Inc /Md/), Stock Purchase Agreement (Regal Cinemas Corp), Stock Purchase Agreement (Regal Cinemas Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, terms except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ ' rights generally from time and the remedy of specific performance and injunctive relief may be subject to time in effect certain equitable defenses and to general principles the discretion of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Deere John Receivables Inc), Sale and Servicing Agreement (John Deere Owner Trust 2006), Sale and Servicing Agreement (Deere John Receivables Inc)

Binding Obligation. This Agreement constitutes shall constitute a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, except as enforceability may be subject to applicable or limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and liquidation or other similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC), Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC), Receivables Purchase Agreement (Toyota Auto Finance Receivables LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 3 contracts

Samples: Recovery Property Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC), Recovery Property Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC), Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws, fraudulent transfer now or hereafter in effect, affecting the enforcement of creditors' rights in general, and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization and other similar laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect or the rights of creditors of banks, the deposit accounts of which are insured by the FDIC, and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 3 contracts

Samples: Student Loan Transfer Agreement (KeyCorp Student Loan Trust 2005-A), Student Loan Transfer Agreement (Keycorp Student Loan Trust 2004-A), Student Loan Transfer Agreement (Keycorp Student Loan Trust 2003-A)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Original Seller, enforceable against it the Original Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws relating to now or affecting creditors’ or secured parties’ rights generally from time to time hereafter in effect affecting the enforcement of creditors' rights in general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.;

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Buyer enforceable against it the Buyer in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer except as such enforceability may be limited by Insolvency Laws and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 3 contracts

Samples: Sale, Contribution and Master Participation Agreement (Oxford Square Capital Corp.), Sale, Contribution and Master Participation Agreement (Oxford Square Capital Corp.), Contribution and Master Participation Agreement (TICC Capital Corp.)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws, fraudulent transfer and other laws relating to now or hereafter in effect, affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect general, and to except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2005-A)

Binding Obligation. This Agreement creates and constitutes a legal, valid and binding obligation obligations of the Seller Seller, enforceable against it in accordance with its terms, subject to except as enforcement may be limited by applicable insolvencybankruptcy, reorganization, moratorium, fraudulent transfer insolvency or similar laws and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Applied Materials Inc /De), Receivables Purchase Agreement (Applied Materials Inc /De)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it him in accordance with its terms, subject except as enforcement of remedies may be limited by Applicable Law relating to applicable insolvencybankruptcy, reorganization, moratorium, fraudulent transfer insolvency and other laws relating to or affecting creditors’ or secured parties’ the enforcement of creditors rights generally from time to time in effect and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.equitable principles;

Appears in 2 contracts

Samples: Stock Purchase Agreement (Maui General Store Inc), Stock Purchase Agreement (Maui General Store Inc)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance, reorganization and other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect or the rights of creditors of banks, the deposit accounts of which are insured by the FDIC, and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered applied in a proceeding at law or in equity or at lawequity).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bank One Texas National Association), Pooling and Servicing Agreement (Bank One Texas National Association)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws now or hereafter in effect, fraudulent transfer and other laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect general and to general principles the rights of equity (including concepts creditors of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawnational banking associations.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bank One Auto Securitization LLC), Sale and Servicing (Bank One Auto Securitization LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws relating to now or affecting creditors’ or secured parties’ rights generally from time to time hereafter in effect affecting the enforcement of creditors' rights in general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.;

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (SWIFT Master Auto Receivables Trust), Pooling and Servicing Agreement (Wholesale Auto Receivables LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: FPL Recovery Funding LLC, Florida Power & Light Co

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other moratorium or similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect and to by general equitable principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding enforcement is sought by proceedings in equity or at law).

Appears in 2 contracts

Samples: Cinema Deployment Agreement (Cinedigm Digital Cinema Corp.), Sale and Contribution Agreement (First Look Studios Inc)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, terms subject to any applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC), Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization and other similar laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect or the rights of creditors of banks the deposit accounts of which are insured by the FDIC and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2000-B)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Securitization Property Purchase and Sale Agreement (Oklahoma Gas & Electric Co)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, terms subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Transition Property Sale Agreement (Reliant Energy Transition Bond Co LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller such Seller, enforceable against it such Seller in accordance with its terms, subject except to applicable insolvencythe extent that the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, fraudulent transfer and other insolvency or similar laws relating to of general applicability governing the enforcement of the rights of creditors or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by the general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity or at lawequity).

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliance Steel & Aluminum Co)

Binding Obligation. This The Agreement constitutes a shall constitute legal, valid and binding obligation obligations of the Seller enforceable against it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance, reorganization and other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered applied in a proceeding at law or in equity or at lawequity).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (FCC Receivables Corp)

Binding Obligation. This Agreement constitutes a legal, ------------------ valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Transition Property Purchase and Sale Agreement (Sierra Pacific Power Co)

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Binding Obligation. This Agreement constitutes a the legal, valid valid, and binding obligation obligations of the Seller enforceable against it in accordance with its respective terms, subject to except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and or other similar laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawrights.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tierone Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Transition Property Sale Agreement (CenterPoint Energy Transition Bond CO II, LLC)

Binding Obligation. This Agreement constitutes a the legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to terms except as such enforceability may be limited by applicable insolvencybankruptcy, reorganization, moratoriuminsolvency, fraudulent transfer and moratorium or other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect generally, and to except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 1 contract

Samples: Sourcing and Servicing Agreement (Stepstone Private Credit Fund LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Sellers, enforceable against it Sellers in accordance with its terms, subject except to applicable insolvencythe extent that the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, fraudulent transfer and other insolvency or similar laws relating to of general applicability governing the enforcement of the rights of creditors or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by the general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity or at lawequity).

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliance Steel & Aluminum Co)

Binding Obligation. This Agreement constitutes is a legal, valid and binding obligation of the Seller enforceable against it Seller in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and reorganization or other laws relating to or similar Laws affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles by the availability of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequitable remedies.

Appears in 1 contract

Samples: Agreement (Bingham Canyon Corp)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws Laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Contribution and Sale Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Binding Obligation. This Agreement to the extent permitted by Governmental Authority and Governmental Regulation constitutes a legal, the valid and binding obligation agreement of the Seller Seller, enforceable against it in accordance with its termsterms (except as enforceability may be restricted or delayed by bankruptcy, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other moratorium or similar laws affecting or relating to or affecting the enforcement of creditors’ or secured parties’ ' rights generally from time to time in effect general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealingequity), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Agreement to Purchase and Sell (Trico Marine Services Inc)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding Proceeding in equity or at law.

Appears in 1 contract

Samples: Securitization Property Purchase and Sale Agreement (ONE Gas, Inc.)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization and other similar laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect or the rights of creditors of banks the deposit accounts of which are insured by the FDIC and subject to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawequity.

Appears in 1 contract

Samples: Sale Agreement (First Union Student Loan Trust 1997-1)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other similar laws now or hereafter in effect, fraudulent transfer and other laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawgeneral.

Appears in 1 contract

Samples: Sale and Servicing (Bank One Auto Securitization Trust 2003-1)

Binding Obligation. This Agreement constitutes (A) a valid sale, transfer and assignment of the Contracts, enforceable against creditors of and purchasers from the Seller and (B) a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and reorganization or other similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Sale and Servicing Agreement (United Pan Am Financial Corp)

Binding Obligation. This Agreement Agreement, to the extent permitted by Governmental Authority and Governmental Regulation, constitutes a legal, the valid and binding obligation agreement of the Seller Seller, enforceable against it in accordance with its termsterms (except as enforceability may be restricted or delayed by bankruptcy, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other moratorium or similar laws affecting or relating to or affecting the enforcement of creditors’ or secured parties’ ' rights generally from time to time in effect general and to by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealingequity), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Agreement to Purchase and Sell (JCC Holding Co)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.. Section 3.05

Appears in 1 contract

Samples: Sale Agreement (Cleco Katrina/Rita Hurricane Recovery Funding LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect generally, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.the remedy of

Appears in 1 contract

Samples: Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2004-A)

Binding Obligation. This Agreement constitutes a legal, valid ------------------ and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws relating to now or affecting creditors’ or secured parties’ rights generally from time to time hereafter in effect affecting the enforcement of creditors' rights in general and to the rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity or at lawequity).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Circuit City Credit Card Master Trust)

Binding Obligation. This Agreement constitutes a the legal, valid and binding obligation of Seller (subject to receipt of the Seller appropriate regulatory approvals and satisfaction of other conditions set forth in section 20) enforceable against it in accordance with its terms, subject to applicable except as the enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent transfer and other conservatorship, receivership or similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect and to general equitable principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Branch Sale Agreement (Heritage Financial Group Inc)

Binding Obligation. This Agreement constitutes a legal, ------------------ valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (PSNH Funding LLC 2)

Binding Obligation. This Agreement constitutes a legal, ------------------ valid and binding obligation of the Seller Seller, enforceable against it the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws relating to now or affecting creditors’ or secured parties’ rights generally from time to time hereafter in effect affecting the enforcement of creditors' rights in general and to the rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity or at lawequity).

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fnanb Credit Card Master Trust)

Binding Obligation. This Agreement constitutes (A) a valid sale, transfer and assignment of the Contracts, enforceable against creditors of and purchasers from the Seller and (B) a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization or other similar laws affecting the enforcement of creditors' rights in general and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to by general I principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing)equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Sale and Servicing Agreement (WFS Receivables Corp 3)

Binding Obligation. This Agreement constitutes a the legal, valid and binding obligation of Seller (subject to receipt of the Seller appropriate regulatory approvals) enforceable against it in accordance with its terms, subject to applicable except as the enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent transfer and other conservatorship, receivership or similar laws relating to or affecting the enforcement of creditors’ or secured parties’ rights generally from time to time in effect and to general equitable principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Branch Sale Agreement (Anchor Bancorp Wisconsin Inc)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ or secured parties’ rights generally from time generally, and the remedy of specific performance and injunctive relief may be subject to time in effect certain equitable defenses and to general principles the discretion of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a the court before which any proceeding in equity or at lawtherefor may be brought.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2005-A)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors' or secured parties' rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at lawProceeding.

Appears in 1 contract

Samples: Uplift Property Purchase and Sale Agreement

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its respective terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer except as such enforceability may be limited by Insolvency Laws and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to except as such enforceability may be limited by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding suit at law or in equity or at lawequity).

Appears in 1 contract

Samples: Credit Agreement (Santander Holdings USA, Inc.)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ creditors- or secured parties’ parties- rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Transition Property Purchase and Sale Agreement (Entergy Gulf States Reconstruction Funding I, LLC)

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it the Seller in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and to general principles of equity (including including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Transition Property Purchase and Sale (Northwestern Corp)

Binding Obligation. This Assuming the due execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, the valid and binding obligation of the Seller Sellers, enforceable against it the Sellers in accordance with its terms, subject as to applicable enforcement, (i) to bankruptcy, insolvency, reorganization, moratoriumarrangement, fraudulent transfer moratorium and other laws of general applicability relating to or affecting creditors’ or secured parties’ ' rights generally from time to time in effect and (ii) to general principles of equity (including concepts of materialityequity, reasonableness, good faith and fair dealing), regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Madden Steven LTD)

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