Authority, Valid Obligations; Approvals Clause Samples

Authority, Valid Obligations; Approvals. The execution, delivery, and performance hereof and of the other Repurchase Documents, and the transactions and other documents contemplated hereby and thereby, are within Seller’s and Guarantor’s respective corporate, partnership, or limited liability company authority and power and have been authorized by all necessary proceedings on Seller’s and Guarantor’s part and Seller’s and Guarantor’s managers and members, and do not and will not (a) contravene any material provision of law or either of Seller’s or Guarantor’s Organizational Documents, (b) contravene any material provisions of, or constitute a breach or default under, any other material agreement, instrument, judgment, order, decree, permit, license, or undertaking binding upon or applicable to Seller or Guarantor or any of Seller’s properties, or (c) result in the creation, other than in favor of Buyer, of any Lien upon any of Seller’s or Guarantor’s properties or assets. The Repurchase Documents have been duly executed and delivered and constitute the legal, valid, and binding obligations of Seller and Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency, and similar laws affecting creditors’ rights in general and to the availability of equitable remedies. The execution, delivery, and performance of this Agreement and the other Repurchase Documents, and the transactions and other documents contemplated hereby and thereby, also do not require any approval or consent of, or filing or registration with, any Person or governmental authority, except for (a) the filing of UCC financing statements to perfect Buyer’s security interests in the Purchased Assets and (b) such other approvals or consents described on the Disclosure Schedule, each of which has been obtained.