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 Holder and constitutes a valid and legally binding obligation of the Holder, enforceable against 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 “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not conflict with (i) the Holder’s organizational documents, (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except in the case of clauses (ii) or (iii) where such conflicts would not affect in any material respect the Holder’s ability to consummate the Exchange.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a valid and legally binding obligation of the Holder, enforceable against 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 “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 Holder’s organizational documents, (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except in the case of clauses (ii) or and (iii) ), where such conflicts violations, conflicts, breaches or defaults would not affect in any material respect the Holder’s ability to consummate the Exchangetransactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the such Holder and constitutes a legal, valid and legally binding obligation of the such Holder, enforceable against the such 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 “Enforceability Exceptions”). This Agreement and consummation by such Holder of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the such Holder’s organizational documentsdocuments (or any similar documents governing such Holder), (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the such Holder, except in the case of clauses clause (ii) or (iii) ), where such conflicts violations, conflicts, breaches or defaults would not adversely affect in any material respect the such Holder’s ability to consummate the ExchangeTransactions in any material respect.

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

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder Holders and constitutes a valid and legally binding obligation of the HolderHolders, enforceable against the Holder Holders 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 “Enforceability Exceptions”). This Agreement and consummation of the Exchange Exchanges will not conflict with (i) the Holder’s Holders’ organizational documents, (ii) any material agreement or instrument to which the any Holder is a party or by which the any Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the any Holder, except in the case of clauses (ii) or (iii) where such conflicts would not affect in any material respect the any Holder’s ability to consummate the ExchangeExchanges.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and legally binding obligation of the Holder, enforceable against 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 “Enforceability Exceptions”). This Agreement and consummation by the Holder of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Holder’s organizational documentsdocuments (or any similar documents governing the Holder), (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except in the case of clauses clause (ii) or (iii) ), where such conflicts violations, conflicts, breaches or defaults would not adversely affect in any material respect the Holder’s ability to consummate the ExchangeTransactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and legally binding obligation of the Holder, enforceable against 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 “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 Holder’s organizational documents, (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except in the case of clauses (ii) or (iii) where such conflicts would not affect in any material respect the Holder’s ability to consummate the Exchange.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and legally binding obligation of the Holder, enforceable against 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 “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 Holder’s organizational documents, (ii) any material agreement or instrument to which the Holder is a party or by which the Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Holder, except in the case of clauses (ii) or (iii) where such conflicts would not affect in any material respect the Holder’s ability to consummate the Exchange.