Valid Contribution; Binding Obligations Sample Clauses
The 'Valid Contribution; Binding Obligations' clause establishes that each party's contributions under the agreement are legitimate and that the parties are legally bound to fulfill their commitments. In practice, this means that any assets, services, or intellectual property provided by a party must be lawfully owned or controlled by them, and that each party has the authority to enter into the agreement and perform its obligations. This clause ensures the enforceability of the contract and helps prevent disputes over the validity of contributions or the parties' legal capacity to be bound by the agreement.
Valid Contribution; Binding Obligations. This Agreement has been duly executed and delivered, shall effect a valid contribution of the Mortgage Loans and the Other Conveyed Property, enforceable against the Contributor and creditors of and purchasers from the Contributor, and this Agreement constitutes the legal, valid and binding obligation of the Contributor enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.
Valid Contribution; Binding Obligations. This Agreement and each Transaction Document to which such Contributing Subsidiary is a party has been duly executed and delivered, shall effect a valid contribution, transfer and assignment of the Receivables and the Other Conveyed Property to MFC, enforceable against such Contributing Subsidiary and creditors of and purchasers from such Contributing Subsidiary; and this Agreement and each Transaction Document to which such Contributing Subsidiary is a party constitutes the legal, valid and binding obligation of such Contributing Subsidiary enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.
Valid Contribution; Binding Obligations. Upon execution and delivery of each Contribution Agreement Supplement by ABS, such Contribution Agreement Supplement will constitute a valid contribution, assignment, transfer and conveyance to the Related Obligor(s) of all right, title and interest of ABS in, to and under the Conveyed Assets transferred thereby, and the Conveyed Assets will thereafter be held by such Related Obligors free and clear of any Adverse Claims of ABS or any Person claiming through or under ABS, except for Adverse Claims permitted under, or to be created by, the Master Facility Agreement and the Series Supplement; this Agreement, the Master Facility Agreement and each Series Related Document to which ABS is a party, including those Series Related Documents to which ABS is a party in its capacity as the Servicer, when duly executed and delivered, will constitute a legal, valid, and binding obligation of ABS, enforceable against ABS in accordance with its terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought whether a proceeding at law or in equity;
Valid Contribution; Binding Obligations. This Agreement constitutes a valid contribution, assignment and transfer to the Phoenix Finance Subsidiary of all of its right, title, and interest in, to and under the Initial Assets; upon execution and delivery of each Contribution Agreement Supplement such Contribution Agreement Supplement will constitute a valid contribution, assignment and transfer to the Phoenix Finance Subsidiary of all of its right, title and interest to and under the New Assets transferred thereby, and the Assets will be held by the Phoenix Finance Subsidiary free and clear of any Lien of any Person, except for Liens permitted under, or to be created hereby and by the Receivables Transfer Agreement and the Pooling and Servicing Agreement; this Agreement constitutes and each Contribution Agreement Supplement, when duly executed and delivered, will constitute its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except that (A) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought whether a proceeding at law or in equity;