Common use of Valid and Enforceable Agreement; No Violations Clause in Contracts

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and (iii), where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each HolderUndersigned, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable HolderUndersigned, except solely in the case of clauses (ii) and (iii)) above, where for such violations, conflicts, breaches or defaults that would not not, individually or in the aggregate, reasonably be expected to materially adversely affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement and each other Transaction Document to which the Investor is a party has been (or by the Closing will have been) duly executed and delivered by the Undersigned Investor and constitutes or will constitute a legal, valid and legally binding obligation of the Undersigned and each HolderInvestor, enforceable against the Undersigned and each Holder Investor in accordance with its their respective terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement Agreement, each other Transaction Document to which the Investor is a party, and consummation of the Exchange Purchase contemplated herein and therein will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable HolderInvestor’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder Investor is a party or by which the Undersigned or the applicable Holder Investor or any of their respective its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable HolderInvestor, except except, in the case of clauses (ii) and (iii), where such violationsas would not, conflictsindividually or in the aggregate, breaches or defaults would not affect be reasonably expected to have a material adverse effect on the Undersigned’s ability of the Investor to perform its obligations under this Agreement or the applicable Holder’s ability other Transaction Documents to consummate the transactions contemplated hereby in any material respectwhich it is a party.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This The execution and delivery of this Agreement and consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documentsdocuments (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not not, individually or in the aggregate, reasonably be expected to affect the Undersigned’s or the applicable each Holder’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned Lender and constitutes a legal, valid and legally binding obligation of the Undersigned and each HolderLender, enforceable against the Undersigned and each Holder Lender in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange Conversion will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable HolderLender’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder Lender is a party or by which the Undersigned Lender or the applicable Holder or any of their respective its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable HolderLender, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii)) above that would not, where such violationsindividually or in the aggregate, conflictshave a material adverse effect on the financial position, breaches results of operations or defaults would not affect prospects of the Undersigned’s Lender or on their performance of the applicable Holder’s ability to consummate obligations under this Agreement or on the consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documentsdocuments (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions Exchange contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and clause (iii), where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each HolderInvestor, enforceable against the Undersigned and each Holder Investor in accordance with its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable HolderInvestor’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder Investor is a party or by which the Undersigned or the applicable Holder Investor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable HolderInvestor, except (in the case of clauses (ii) and or (iii), ) above) where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable HolderInvestor’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each HolderInvestor, enforceable against the Undersigned and each Holder Investor in accordance with Active 21652970 its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, and (b) generally general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability ExceptionsLimitations”). This Agreement and consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s 's or the applicable Holder’s Investor's organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder Investor is a party or by which the Undersigned or the applicable Holder Investor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable HolderInvestor, except (in the case of clauses (ii) and or (iii), ) above) where such violations, conflicts, breaches or defaults would not affect the Undersigned’s 's or the applicable Holder’s Investor's ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned Holder and constitutes a legal, valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii)) above that would not, where such violationsindividually or in the aggregate, conflictshave a material adverse effect on the financial position, breaches results of operations or defaults would not prospects of the Holder or adversely and materially affect its performance of the Undersigned’s obligations under this Agreement or on the applicable Holder’s ability to consummate consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and clause (iii), ; where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions described in clauses (a) and (b) collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clauses (ii) and clause (iii), where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby in any material respect.