Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 2.01 with the Secretary of State of the State of Michigan and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, subject to the rights of the Purchased Receivables Owners in any Collateral Security in respect of the Partial Accounts (other than the Vehicles relating to Principal Receivables arising in the Partial Accounts), except for Liens permitted under Section 2.07(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers. In the event of any breach of any of the representations and warranties set forth in this Section 2.03 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be requi...
Valid Transfer. Upon the execution and delivery of this Agreement, each Assignment of Receivables and the Designated Servicing Agreement Schedule by each of the parties hereto, this Agreement shall evidence a valid sale and/or contribution, transfer, assignment and conveyance of the Additional Receivables as of the applicable Sale Date to the Issuer, which is enforceable against creditors of and purchasers from the Depositor, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.
Valid Transfer. This Agreement constitutes a valid transfer to the Buyer of all right, title and interest of the Intermediate Seller in, to and under all of the Collateral transferred by the Intermediate Seller to the Buyer on or after the Closing Date, free and clear of any Lien of any Person claiming through or under the Intermediate Seller or any of its Affiliates, except for Permitted Liens.
Valid Transfer. The Sale and Contribution Agreement creates a valid sale, transfer and/or assignment from the Seller to the Borrower of all right title and interest of the Seller in and to the Conveyed Property in each case conveyed to the Borrower thereunder.
Valid Transfer. This Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security thereof. Upon the filing of the financing statements described in Section 3 of this Assignment with the Secretary of State of the State of Michigan [and other applicable states] and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property subject to the rights of the Purchasers in any Collateral Security in respect of the Partial Accounts (other than vehicles relating to Principal Receivables arising in the Partial Accounts, except for liens permitted under Section 2.06(a) of the Receivables Purchase Agreement. Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets.
Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Supplemental Conveyance, upon execution and delivery on behalf of RPA Seller, constitutes a valid sale, transfer and assignment to Purchaser of all right, title and interest of RPA Seller in and to the Existing Assets, the Receivables and the other Related Assets conveyed to Purchaser by RPA Seller.
Valid Transfer. This Assignment constitutes a valid sale, transfer and -------------- assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and upon the filing of the financing statements described in Section 3 of this Assignment with the Secretary of State of the State of Minnesota and other applicable states and counties and, in the case of the Receivables and the Collateral Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, except for Liens permitted under Section 2.6(a) of the Receivables Purchase Agreement;
Valid Transfer. The Contribution Agreements create a valid sale, transfer or assignment from the applicable Assignor to the related assignee thereunder of all right, title and interest of such Assignor in and to the Conveyed Property in each case conveyed to any assignee thereunder. The Sale and Contribution Agreement creates (i) a valid sale, transfer and/or assignment from SAP Seller to TEP Resources of all right, title and interest of SAP Seller in and to the Conveyed Property in each case conveyed to TEP Resources thereunder, and (ii) a valid sale, transfer and/or assignment from TEP Resources to the Borrower of all right, title and interest of TEP Resources in and to the Conveyed Property in each case conveyed to the Borrower thereunder. The SAP Contribution Agreement creates a valid transfer and/or assignment from the Borrower to SAP of all right title and interest of the Borrower in and to the Conveyed Property in each case conveyed to SAP thereunder.
Valid Transfer. This Trust Agreement constitutes a valid transfer and assignment to the Up-MACRO Holding Trust of all right, title and interest of the Depositor in and to the Initial Deposit and other Trust Assets conveyed to the Up-MACRO Holding Trust by the Depositor and all monies due or to become due with respect thereto and the proceeds thereof and constitutes a grant of a "security interest" (as defined in the UCC) in such property to the Up-MACRO Holding Trust, which, in the case of the Initial Deposit and the proceeds thereof, is enforceable upon execution and delivery of this Trust Agreement.
Valid Transfer. Upon the execution and delivery of this Agreement, each Assignment of Receivables and the Designated Servicing Agreement Schedule by each of the parties hereto, this Agreement shall evidence a valid sale and/or contribution, transfer, assignment and conveyance of the OLS Additional Receivables as of the applicable Sale Date to HLSS prior to the MSR Transfer Date, which is enforceable against creditors of and purchasers from OLS except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.
