Common use of Valid Sale Clause in Contracts

Valid Sale. This Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in, to and under the Sold Receivables originated in the Additional Accounts and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens. Except as otherwise provided in the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.

Valid Sale. This Assignment constitutes a valid sale sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in, to and under in the Sold Receivables originated in connection with the Additional Accounts and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liensother than the Liens permitted under this Agreement or the other Transaction Documents. Except as otherwise provided in the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust PropertyAssets.