Valid Conveyance; Binding Obligations. This Agreement will be duly executed and delivered by the Seller, and this Agreement, other than for accounting and tax purposes, shall effect valid sales of each Collateral Obligation, enforceable against the Seller and creditors of and purchasers from the Seller, and this Agreement shall constitute legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally and general principles of equity (whether such enforceability is considered in a suit at law or in equity).
Valid Conveyance; Binding Obligations. This Agreement, each Loan Assignment and the Transaction Documents to which the Seller is party have been and, in the case of each Loan Assignment delivered after the Closing Date, will be, duly executed and delivered by the Seller, and this Agreement, together with the applicable Loan Assignment in each case, shall effect valid Sales of Sale Portfolio, enforceable against the Seller and creditors of and purchasers from the Seller, and this Agreement, each Loan Assignment and such Transaction Documents shall constitute legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as enforceability may be limited by Bankruptcy Laws and general principles of equity (whether such enforceability is considered in a proceeding in equity or at law).
Valid Conveyance; Binding Obligations. This Agreement, each First Tier Loan Assignment and the Transaction Documents to which the Seller is party have been and, in the case of each First Tier Loan Assignment delivered after the Restatement Date, will be, duly executed and delivered by the Seller, and this Agreement, together with the applicable First Tier Loan Assignment in each case, shall effect valid Sales of Sale Portfolio, enforceable against the Seller and creditors of and purchasers from the Seller, and this Agreement, each First Tier Loan Assignment and such Transaction Documents shall constitute legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as enforceability may be limited by Bankruptcy Laws and general principles of equity (whether such enforceability is considered in a proceeding in equity or at law).
Valid Conveyance; Binding Obligations. This Agreement and each Assignment will be duly executed and delivered by the Transferor, and this Agreement, together with the applicable Assignment in each case, other than for accounting and tax purposes, shall effect valid Transfers of each Portfolio Investment, enforceable against the Transferor, and this Agreement and each Assignment shall constitute legal, valid and binding obligations of the Transferor enforceable against the Transferor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws and all other applicable liquidation, conservatorship, moratorium, rearrangement, receivership, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally and general principles of equity (whether such enforceability is considered in a suit at law or in equity).
Valid Conveyance; Binding Obligations. This Agreement and each Loan Assignment to which the Seller is party have been and, in the case of each Loan Assignment delivered after the Closing Date, will be, duly executed and delivered by the Seller, and this Agreement, together with the applicable Loan Assignment in each case, shall effect valid Sales of the Sale Portfolio, enforceable against the Seller and creditors of and purchasers from the Seller, and this Agreement and each Loan Assignment shall constitute legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws and general principles of equity (whether such enforceability is considered in a suit at law or in equity).
Valid Conveyance; Binding Obligations. This Agreement and each Loan Assignment and, in the case of each Loan Assignment delivered after the Closing Date, will be, duly executed and delivered by the Transferor, and this Agreement, together with the applicable Loan Assignment in each case, other than for accounting and tax purposes, shall effect valid Sales of each Sale Portfolio, enforceable against the Transferor and creditors of and purchasers from the Transferor, and this Agreement and each Loan Assignment shall constitute legal, valid and binding obligations of the Transferor enforceable against the Transferor in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally and general principles of equity (whether such enforceability is considered in a suit at law or in equity).
Valid Conveyance; Binding Obligations. This Agreement, each Loan Assignment and the Transaction Documents to which the Contributor is party have been and, in the case of each Loan Assignment delivered after the Closing Date, will be, duly executed and delivered by the Contributor, and this Agreement, together with the applicable Loan Assignment in each case, shall effect valid Contributions of Contributed Portfolio, enforceable against the Contributor and creditors of and purchasers from the Contributor, and this Agreement, each Loan Assignment and such Transaction Documents shall constitute legal, valid and binding obligations of the Contributor enforceable against the Contributor in accordance with their respective terms, except as enforceability may be limited by Bankruptcy Laws and general principles of equity.
Valid Conveyance; Binding Obligations. This Agreement, the RLSA and the Transaction Documents to which Maxtor is party have been duly executed and delivered by Maxtor, and this Agreement shall effect, upon a Conveyance, a valid Conveyance of Receivables and Other Conveyed Property related thereto, enforceable against Maxtor and creditors of and purchasers from Maxtor, and this Agreement, the RLSA and such Transaction Documents shall constitute legal, valid and binding obligations of Maxtor enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.
Valid Conveyance; Binding Obligations. This Agreement, each Loan Assignment and the Transaction Documents to which the Transferor is party have been and, in the case of each Loan Assignment delivered after the Closing Date, will be, duly executed and delivered by the Transferor, and this Agreement, together with the applicable Loan Assignment in each case, shall effect valid Sales of Sale Portfolio, enforceable against the Transferor and creditors of and purchasers from the Transferor, and this Agreement, each Loan Assignment and such Transaction Documents shall constitute legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its respective terms, except as enforceability may be limited by Bankruptcy Laws and general principles of equity (whether considered in a suit at law or in equity).
Valid Conveyance; Binding Obligations. This Agreement, each Loan Assignment and the other Credit Documents to which the Transferor is party have been and, in the case of each Loan Assignment delivered after the Effective Date, will be, duly executed and delivered by the Transferor, and this Agreement, together with the applicable Loan Assignment in each case, shall effect valid Conveyances of Conveyed Assets, enforceable against the Transferor and creditors of and purchasers from the Transferor, and the execution, delivery and performance of this Agreement, each Loan Assignment and each such other Credit Document, and the consummation of the transactions contemplated herein and therein have been duly authorized by it and this Agreement, each Loan Assignment and each other Credit Document to which it is a party constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms (subject to (A) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and (B) equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law).
