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

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture will govern the terms of the Holder’s New Notes and the Warrant Agreement will govern the terms of the Holder’s Warrant. All consents, approvals, orders and authorizations required on the part of the Company and the Guarantors in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents (other than any Other Agreements), as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents (other than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any Guarantors, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture will govern the terms of the Holder’s New Notes and the Warrant Agreement will govern the terms of the Holder’s WarrantNotes. All consents, approvals, orders and authorizations required on the part of the Company and the Guarantors in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, laws and (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents (other than any Other Agreements)Documents, as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents (other than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any Guarantors, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Warrant Agreement and the Indenture will govern have been duly executed and delivered by the terms of the Holder’s New Notes and the Company. The Warrant Agreement will govern the terms of the Holder’s Warrant. All consentsWarrants (including the terms under which the Warrant Shares will be issued), approvalsand the Warrant Agreement, orders upon execution and authorizations required on delivery by each of the part parties thereto, will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. The Indenture will govern the terms of the New Bonds (including the terms under which the Shares issuable upon exchange of the New Bonds (the “Exchange Shares” and, together with the Warrant Shares, the “Underlying Shares”) will be issued), and the Guarantors in connection with the executionIndenture, upon execution and delivery or performance by each of the Transaction Documents parties thereto, will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. Neither the execution and delivery of this Agreement, the Warrant Agreement and the Indenture, nor the consummation of the Exchange and Purchase have been obtained and Transactions, will be effective as (a) violate any provision of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents (other than any Other Agreements), as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents (other than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or the Guarantorsits subsidiaries or violate any constitution, (ii) statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any agreement government, governmental entity or instrument court to which the Company or its subsidiaries is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any Guarantors party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its subsidiaries is a party or by which the Company or any Guarantors its subsidiaries is bound or to which any of their the Company’s or its subsidiaries’ assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any Guarantors, exceptsubject, in the case of clauses the foregoing clause (ii) and (iiib), as except in such a manner that would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have beenbe) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture will govern the terms of the Holder’s Exchanged New Notes and the Warrant Agreement will govern the terms of the Holder’s WarrantNotes. All consents, approvals, orders and authorizations required on the part of the Company and the Guarantors in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, laws and (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents (other than any Other Agreements)Documents, as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents (other than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any Guarantors, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture will govern the terms of the Holder’s New Notes and the Warrant Agreement will govern the terms of the Holder’s WarrantPurchased Notes. All consents, approvals, orders and authorizations required on the part of the Company and the Guarantors in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, laws and (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents (other than any Other Agreements)Documents, as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents (other than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the Company or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any Guarantors, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.