Common use of Due Authorization and No Violation Clause in Contracts

Due Authorization and No Violation. Each of the Transferor Documents and all related documents have been duly authorized, executed and delivered by the Transferor, and is the legal, valid and binding obligation of the Transferor enforceable in accordance with its terms, except as the same may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles. The consummation of the transactions contemplated by the Transferor Documents and all related documents and the fulfillment of the terms hereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Transferor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Transferor is a debtor or guarantor (other than the liens created pursuant to the Transaction Documents), nor will such action result in any violation of the provisions of the certificate of incorporation or the by-laws of the Transferor. All applicable laws, rules, regulations, and orders with respect to the Transferor, its business and properties, have been complied with. No consents and no filings or governmental approvals that have not been made or obtained are required for due execution, delivery and performance of the agreements by the Transferor.