Common use of Transaction Agreements Clause in Contracts

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement (as defined below), and the Series C Certificate of Designation (collectively, the "PRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement (as defined below)Agreement, the Debentures and the Series C Certificate of Designation Warrants (collectively, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementWarrants, the Registration Rights Agreement (as defined below), ) and the Series C B Certificate of Designation (collectively, the "PRIMARY DOCUMENTS"“Primary Documents”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement (as defined below)Agreement, the Certificate of Designations, the Supplemental Warrant and the Series C Certificate of Designation Stock Purchase Warrants (collectively, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a legal, valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement Agreement, the form of which is attached hereto as Exhibit E (as defined below)the “Registration Rights Agreement” and together with this Agreement, the Notes the Warrants and the Series C Certificate of Designation (collectivelyFloating Charge Agreement, the "PRIMARY DOCUMENTS"“Primary Documents”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; , this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a be valid and binding agreement agreements of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementSeries D Certificate of Designation, the Registration Rights Agreement (as defined below), the Stanford Consulting Agreement (as defined below), and the Series C Certificate of Designation Insider Agreement (as defined below) (collectively, the "PRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementWarrants, the Registration Rights Agreement (as defined below), ) and the Series C Certificate of Designation (collectively, the "PRIMARY DOCUMENTS"“Primary Documents”), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementWarrants, and the Registration Rights Agreement (as defined below), of even date herewith among the Company and the Series C Certificate of Designation Purchaser (the "Registration Rights Agreement") (collectively, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementSeries D Certificate of Designation, the Registration Rights Agreement (as defined below), the Stanford Consulting Agreement (as defined below), and the Series C Certificate of Designation Insider Agreement (as defined below) (collectively, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, Series E Certificate of Designation and the Registration Rights Agreement (as defined below), and the Series C Certificate of Designation ) (collectively, the "PRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement Agreement, the form of which is attached hereto as Exhibit D (as defined below)the "Registration Rights Agreement" and together with this Agreement, the Debentures and the Series C Certificate of Designation (collectivelyWarrants, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; , this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement agreements of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale AgreementWarrants, the Registration Rights Agreement of even date herewith among the Company and the Purchaser (as defined belowthe "REGISTRATION RIGHTS AGREEMENT"), and the Series C Certificate of Designation (collectively, the "PRIMARY DOCUMENTS"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.. (f)

Transaction Agreements. This Agreement, and the Asset Sale Registration Rights Agreement, the form of which is attached hereto as Exhibit C (the "Registration Rights Agreement (as defined below)Agreement," and together with this Agreement, and the Series C Certificate of Designation (collectivelyWarrants, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.

Transaction Agreements. This Agreement, the Asset Sale Agreement, the Registration Rights Agreement (as defined below)Agreement, the Certificate of Designations and the Series C Certificate of Designation Stock Purchase Warrants (collectively, the "PRIMARY DOCUMENTSPrimary Documents"), and the transactions contemplated hereby and thereby, have been duly and validly authorized by the Company; this Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company and this Agreement is, and the other Primary Documents, when executed and delivered by the Company, will each be, a legal, valid and binding agreement of the Company, enforceable in accordance with their respective terms, except to the extent that enforcement of each of the Primary Documents may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity.