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

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor is a party or by which the Investor or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Investor.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Purchaser and constitutes a legal, valid and binding obligation of the InvestorPurchaser, enforceable against the Investor Purchaser in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange Stock Purchase will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor Purchaser is a party or by which the Investor Purchaser or any of its his assets are bound, or (iiiii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorPurchaser.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Holder and constitutes a legal, valid and binding obligation of the InvestorHolder, enforceable against the Investor Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange Sale will not materially violate, conflict with or result in a breach of or default under (i) the InvestorHolder’s organizational documents, (ii) any agreement or instrument to which the Investor Holder is a party or by which the Investor Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorHolder.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor such Holder and constitutes a legal, valid and binding obligation of the Investorsuch Holder, enforceable against the Investor such Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the Investorsuch Holder’s organizational documents, (ii) any agreement or instrument to which the Investor such Holder is a party or by which the Investor such Holder or any of its their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Investorsuch Holder.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Purchaser and constitutes a legal, valid and binding obligation of the InvestorPurchaser, enforceable against the Investor Purchaser in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange Stock Purchase will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor Purchaser is a party or by which the Investor Purchaser or any of its his or her assets are bound, or (iiiii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorPurchaser.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Purchasers and constitutes a legal, valid and binding obligation of the InvestorPurchasers, enforceable against the Investor Purchasers in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange Stock Purchase will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor Purchasers is a party or by which the Investor Purchasers or any of its his or her assets are bound, or (iiiii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorPurchasers.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Holder and constitutes a legal, valid and binding obligation of the InvestorHolder, enforceable against the Investor Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the InvestorHolder’s organizational documents, (ii) any agreement or instrument to which the Investor Holder is a party or by which the Investor Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorHolder.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Shareholder and constitutes a legal, valid and binding obligation of the InvestorShareholder, enforceable against the Investor Shareholder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor Shareholder is a party or by which the Investor Shareholder or any of its their respective assets are bound, or (iiiii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorShareholder.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor and constitutes a legal, valid and binding obligation of the such Investor, enforceable against the Investor in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Exceptions”).This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the Investor’s organizational documents, (ii) any agreement or instrument to which the Investor is a party or by which the Investor or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Investor.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Investor Holder and constitutes a legal, valid and binding obligation of the InvestorHolder, enforceable against the Investor Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, equity regardless of whether such enforceability is considered in a proceeding at of law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Exchange will not materially violate, conflict with or result in a breach of or default under (i) the InvestorHolder’s organizational documents, (ii) any agreement or instrument to which the Investor Holder is a party or by which the Investor Holder or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the InvestorHolder.