Common use of Enforceability; Validity Clause in Contracts

Enforceability; Validity. This Agreement is, and each Ancillary Agreement to be executed and delivered by Buyer at the Closing will be, duly and validly executed and delivered by Buyer, and this Agreement is, and each Ancillary Agreement to be executed and delivered by Buyer at the Closing will be, a validly and legally binding obligation of Buyer, enforceable against Buyer 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 such other agreement nor the performance by Buyer of the provisions of this Agreement or any such other agreement will (a) violate the Buyer’s Governing Documents, (b) violate any Law or Order by which Buyer is bound, or (c) 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 Buyer is a party or by which Buyer or its property is bound, except, in the case of the foregoing clauses (b) and (c), as would not prevent the Closing or Buyer’s performance of this Agreement.