Common use of Validity; Enforcement; No Conflicts Clause in Contracts

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Holder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each other Transaction Document to which the Holder Investor is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Investor and, when delivered by the Company in accordance with the terms hereof and thereof, shall constitute the legal, valid and binding obligations of the Holder Investor enforceable against the Holder Investor in accordance with their respective terms, except except: as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and remediesinsofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery and performance by the Holder Investor of this Agreement and each Transaction Document to which the Holder Investor is a party and the consummation by the Holder Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Investor, as applicable, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderInvestor, except in the case of clause (iib) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of the Holder Investor to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have has been duly and validly authorized, executed and delivered on behalf of the Holder Stockholder and shall constitute the legal, valid and binding obligations of the Holder Stockholder enforceable against the Holder Stockholder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Stockholder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder Stockholder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Stockholder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Stockholder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderStockholder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Stockholder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each other Transaction Document to which the Holder Investor is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Investor and, when delivered in accordance with the terms hereof and thereof, shall constitute the legal, valid and binding obligations of the Holder Investor enforceable against the Holder Investor in accordance with their respective terms, except except: (i) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and remedies(iii) insofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery and performance by the Holder Investor of this Agreement and each Transaction Document to which the Holder Investor is a party and the consummation by the Holder Investor of the transactions contemplated hereby and thereby will not (ia) result in a violation of the organizational documents of the Holder Investor, as applicable, or (iib) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Investor is a party, or (iiic) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderInvestor, except in the case of clause (iib) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Investor to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder Noteholder is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Noteholder and shall constitute the legal, valid and binding obligations of the Holder Noteholder enforceable against the Holder Noteholder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Noteholder of this Agreement and each Transaction Document to which the Holder Noteholder is a party and the consummation by the Holder Noteholder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Noteholder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Noteholder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderNoteholder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Noteholder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder Company is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Company and shall constitute the legal, valid and binding obligations of the Holder Company enforceable against the Holder Company in 506094318.8 accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Company of this Agreement and each Transaction Document to which the Holder Company is a party and the consummation by the Holder Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Company is a partyparty or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderCompany, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Company to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder Lender is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Lender and shall constitute the legal, valid and binding obligations of the Holder Lender enforceable against the Holder Lender in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Lender of this Agreement and each Transaction Document to which the Holder Lender is a party and the consummation by the Holder Lender of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Lender or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Lender is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderLender, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of the Holder Lender to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have has been duly and validly authorized, executed and delivered on behalf of the Holder Company and Fan Pass and shall constitute the legal, valid and binding obligations of the Holder Company and Fan Pass enforceable against the Holder Company and Fan Pass in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Company and Fan Pass of this Agreement and each Transaction Document to which the Holder is a party Company and Fan Pass are parties and the consummation by the Holder Company and Fan Pass of the transactions contemplated hereby and thereby will not not: (i) result in a violation of the organizational documents of the Holder Company or Fan Pass, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a partyCompany and Fan Pass are parties or by which they are bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderCompany and Fan Pass, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Company and Fan Pass to perform its their obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have has been duly and validly authorized, executed and delivered on behalf of the Holder Investor and shall constitute the legal, valid and binding obligations obligation of the Holder Investor enforceable against the Holder Investor in accordance with their respective its terms, except except: (i) as such enforceability may be limited by general equitable principles of equity or to and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium and other similar laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and remedies(iii) insofar as indemnification and contribution provisions may be limited by applicable law or public policy. The execution, delivery and performance by the Holder Investor of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Investor is a party, or (iii) result in a material violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderInvestor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Investor to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderInvestor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder Company is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Company and shall constitute the legal, valid and binding obligations of the Holder Company enforceable against the Holder Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Company of this Agreement and each Transaction Document to which the Holder Company is a party and the consummation by the Holder Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Company is a partyparty or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderCompany, except in the case of clause clauses (ii) and (iii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Company to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the Holder of the transactions contemplated hereby and thereby will not not: (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Holder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Exchange Document to which the Holder is a party have been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder of this Agreement and each Transaction Exchange Document to which the Holder is a party and the consummation by the Holder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Holder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the such Holder is a party have has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the such Holder of this Agreement and each Transaction Document to which the such Holder is a party and the consummation by the such Holder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the such Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the such Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the such Holder, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the such Holder to perform its obligations hereunder.

Validity; Enforcement; No Conflicts. This Alpha hereby represents and warrants to MagneGas that this Agreement and each Transaction Document to which the Holder Alpha is a party have been duly and validly authorized, executed and delivered on behalf of the Holder Alpha and shall constitute the legal, valid and binding obligations of the Holder Alpha enforceable against the Holder Alpha in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Holder Alpha of this Agreement and Agreement, each Transaction Document to which the Holder Alpha is a party and the consummation by the Holder Alpha of the transactions contemplated hereby and thereby will not (ia) result in a violation of the organizational documents of the Holder or Alpha, (iib) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder Alpha is a party, or (iiic) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the HolderAlpha, except in the case of clause (iib) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder Alpha to perform its obligations hereunder.