Valid Transfers. This Assignment Agreement constitutes a valid sale, transfer and assignment to the Assignee of an interest in the Assignor’s entire right, title and interest in and to the Insurance Premium Loans sold and transferred hereunder, whether now existing or hereafter created (including all monies due or to become due with respect to such Insurance Premium Loans, all proceeds (including “proceeds” as defined in the UCC of the jurisdiction whose law governs the perfection of an interest in such Insurance Premium Loans) of such Insurance Premium Loans and all cash proceeds of any related security).
Valid Transfers. The transfer of Assets and the grant of rights pursuant to the Intellectual Property License Agreement by the Sellers to the Purchaser and the Designated Purchasers, as applicable, pursuant to the Transaction Documents has been and will be made at arms length and in good faith and without intent to hinder, delay or defraud creditors of the Sellers or their Affiliates, and the Sellers acknowledge that they and the Other Sellers have received, in the aggregate, fair consideration and reasonably equivalent value for the purchase by the Purchaser and the Designated Purchasers of the Assets, the rights granted pursuant to the Intellectual Property License Agreement and the assumption by the Purchaser of the Assumed Liabilities hereunder and under the other Transaction Documents.
Valid Transfers. This Agreement constitutes a valid sale, transfer and assignment to the Participant of Participations in the Originator’s entire right, title and interest in and to the Insurance Premium Loans in which a Participation has been transferred hereunder, whether now existing or hereafter created (including all monies due or to become due with respect to such Insurance Premium Loans, all proceeds (including “proceeds” as defined in the UCC of the jurisdiction whose law governs the perfection of an interest in such Insurance Premium Loans) of such Insurance Premium Loans and all cash proceeds of any related security). If an Event of Bankruptcy were to occur with respect to the Originator, the right to retain the Insurance Premium Loans (including all monies due or to become due with respect to such Insurance Premium Loans, all proceeds of such Insurance Premium Loans and all cash proceeds of any related security) would not be deemed to be property of the Originator. If and to the extent the sale of the Participations in the Insurance Premium Loans under this Agreement is not deemed to be or is not recognized as a sale by a court of law, the conveyance of the interest in the Insurance Premium Loans created on or after the applicable Transfer Effective Date, shall to the extent set forth in Section 3.01(d) be considered a capital contribution to the Participant.
Valid Transfers. No transfer of any Receivables or any Receivables Property to the Company by such Seller constitutes a fraudulent transfer or fraudulent conveyance or is otherwise void or voidable under similar laws or principles, the doctrine of equitable subordination or for any other reason. The transfers of Receivables and Receivables Property by such Seller to the Company pursuant to this Agreement, and all other transactions between such Seller and the Company, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Seller, and such Seller acknowledges that it has received and will receive fair consideration and reasonably equivalent value for the purchases by the Company of Receivables and Receivables Property hereunder. The purchase of Receivables and Receivables Property by the Company from such Seller constitutes a true sale of such Receivables and Receivables Property under applicable state law.
Valid Transfers. This Agreement constitutes a valid sale, transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Receivables, whether now existing or hereafter created during the Effective Period, and the proceeds thereof.
Valid Transfers. No transfer of any Purchased Receivable to SalesCo by Manufacturer constitutes a fraudulent transfer or fraudulent conveyance or is otherwise void or voidable under similar laws or principles, the doctrine of equitable subordination or for any other reason. The sales of Purchased Receivables by Manufacturer to SalesCo pursuant to this Agreement, and all other transactions between Manufacturer and SalesCo, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of Manufacturer, and Manufacturer acknowledges that it has received and will receive fair consideration and reasonably equivalent value for the purchases by SalesCo of the Purchased Receivables hereunder. Manufacturer’s sale to SalesCo of Purchased Receivables constitutes a true sale of such Purchased Receivables under applicable U.S. state or foreign law.
Valid Transfers. No transfer of any Warrant will be valid unless entered on the appropriate register of transfers referred to in subsection 2.8(a) hereof, or on any branch registers maintained pursuant to subsection 2.8(g) hereof, upon surrender to the Warrant Agent of the Warrant Certificate (if any) representing such Warrant, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and Warrant Agent executed by, the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed satisfactory to the Corporation and Warrant Agent, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent may prescribe, such transfer will be recorded on the appropriate register of transfers by the Warrant Agent.
Valid Transfers. No transfer of any Receivables or any Receivables Property to the Company by USFS constitutes a fraudulent transfer or fraudulent conveyance or is otherwise void or voidable under similar laws or principles, the doctrine of equitable subordination or for any other reason (including, without limitation, under the Bankruptcy Code). The transfers of Receivables and Receivables Property by USFS to the Company pursuant to this Agreement, and all other transactions between USFS and the Company, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of USFS, and USFS acknowledges that it has received and will receive fair consideration and reasonably equivalent value for the purchases by the Company of Receivables and Receivables Property hereunder and such transfer was not made for or on account of an antecedent debt. The purchase of Receivables and Receivables Property by the Company from USFS constitutes a true sale of such Receivables and Receivables Property under applicable state law.
Valid Transfers. The transfer of Acquired Assets and the license of the Licensed IP by the Seller Entities to the Buyer Entities pursuant to the Transaction Documents has been and will be made at arms length and in good faith and without intent to hinder, delay or defraud creditors of Sellers or their Affiliates, and Sellers acknowledge that they and the other Seller Entities have received fair consideration and reasonably equivalent value for the purchases by the Buyer Entities of the Acquired Assets, the licenses of the Licensed IP to the Buyer Entities and the assumption by the Buyer Entities of the Assumed Liabilities hereunder and under the other Transaction Documents.
Valid Transfers. No transfer of any JP Receivables or any JP --------------- Receivables Property to the Company by JPFD Funding constitutes a fraudulent transfer or fraudulent conveyance or is otherwise void or voidable under similar laws or principles, the doctrine of equitable subordination or for any other reason. The transfer of JP Receivables and JP Receivables Property by JPFD Funding to the Company pursuant to this Agreement is being made in good faith and without intent to hinder, delay or defraud creditors of JPFD Funding, and JPFD Funding acknowledges that it is receiving fair consideration and reasonably equivalent value for the purchase by the Company of JP Receivables and JP Receivables Property hereunder. The purchase of Receivables and Receivables Property by the Company from JPFD Funding constitutes a true sale of such JP Receivables and JP Receivables Property under applicable state law.
