Common use of Enforceability; Validity Clause in Contracts

Enforceability; Validity. This Agreement is, and each Ancillary Agreement to be executed and delivered by Seller at the Closing will be, duly and validly executed and delivered by Seller, and this Agreement is, and each Ancillary Agreement to be executed and delivered by Seller at the Closing will be, a validly and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. Neither the execution and delivery of this Agreement or any Ancillary Agreement nor the performance by Seller of the provisions of this Agreement or Ancillary Agreement will (a) violate the Governing Documents of Seller, (b) result in a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, indenture, license, agreement or other instrument or license to which Seller is a party or by which Seller, the Projects or any of the Purchased Assets are bound, or (c) violate any Law or Order by which Seller, the Projects or the Purchased Assets are bound, except, in the case of the foregoing clauses (b) and (c), as would not prevent the Closing or Seller’s performance of this Agreement.