Common use of Validity and Binding Nature Clause in Contracts

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any a Loan Party is a party is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws Laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid valid, and binding obligation of such that Person, enforceable against such that Person in accordance with its terms, subject to bankruptcy, insolvency insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party or any Subsidiary of a Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. (a) Each of this Agreement and each other Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to (i) bankruptcy, insolvency insolvency, reorganization and similar laws affecting the enforceability of creditors’ rights generally and to generally, (ii) general principles of equityequity and (iii) the Legal Reservation.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each all of the other Loan Document Documents to which any a Loan Party is a party is are the legal, valid and binding obligation obligations of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its their respective terms, subject except to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforceability enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and to general principles of equityother equitable remedies.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which Ultimate Holdings or any Loan Party or Subsidiary thereof is a party is the legal, valid valid, and binding obligation of such that Person, enforceable against such that Person in accordance with its terms, subject to bankruptcy, insolvency insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each the other Loan Document Documents to which any Loan such Borrower Party is a party is the constitute (or will constitute when duly executed and delivered) legal, valid and binding obligation obligations of such PersonBorrower Party, enforceable against such Person Borrower Party in accordance with its their respective terms, subject to bankruptcy, insolvency insolvency, examinership, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforceability of creditors’ rights generally and to general principles of equityequity principles.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and Agreement, each other Loan Document to which any Loan Party or the Parent is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity (regardless of whether considered in a proceeding in equity or at law).

Validity and Binding Nature. Each of this This Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party or Subsidiary thereof is a party is the legal, valid valid, and binding obligation of such that Person, enforceable against such that Person in accordance with its terms, subject to bankruptcy, insolvency insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ” rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party the Company is a party is the legal, valid and binding obligation of such Personthe Company, enforceable against such Person the Company in accordance with its terms; and each Loan Document to which any other Loan Party is a party is, subject to bankruptcyor upon the execution and delivery thereof by such Loan Party will be, insolvency the legal, valid and similar laws affecting the enforceability binding obligation of creditors’ rights generally and to general principles of equitysuch Loan Party, enforceable against such Loan Party in accordance with its terms.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally applicable Debtor Relief Laws and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party or any Subsidiary of a Loan Party is a party party, and each of the Financing Unit Warrants and the Loan & Backstop Warrants, is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each the other Loan Document Documents to which any Loan such Borrower Party is a party is the constitute legal, valid and binding obligation obligations of such PersonBorrower Party, enforceable against such Person Borrower Party in accordance with its their respective terms, subject to bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforceability of creditors’ rights generally and to general principles of equityequity principles.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Affiliated Party is a party has been duly executed and delivered by such Person and is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement Agreement, and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Borrower, the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ creditors= rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcyBankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party the Company is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party or Subsidiary thereof is a party is the legal, valid valid, and binding obligation of such that Person, enforceable against such that Person in accordance with its terms, subject to bankruptcy, insolvency insolvency, and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party has been duly executed and delivered by such Loan Party and is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Affiliated Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each the other Loan Document Documents to which any Loan such Borrower Party is a party is the constitute (or will constitute when duly executed and delivered) legal, valid and binding obligation obligations of such PersonBorrower Party, enforceable against such Person Borrower Party in accordance with its their respective terms, subject to bankruptcy, insolvency insolvency, examinership, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforceability of creditors’ ' rights generally and to general principles of equityequity principles.

Validity and Binding Nature. Each of this Agreement and Agreement, each other Loan Document Document, each of the Gelco Acquisition Documents, and each of the Secondary Offering Documents to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each all of the other Loan Document Documents to which any each Loan Party is a party is are the legal, valid and binding obligation obligations of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its their respective terms, subject except to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforceability enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and to general principles of equityother equitable remedies.

Validity and Binding Nature. Each of this This Agreement is, --------------------------- and upon the execution and delivery thereof each other Loan Document to which the Company or any other Loan Party is a party is will be, the legal, valid and binding obligation of the Company or any such PersonLoan Party, respectively, enforceable against the Company or such Person Loan Party in accordance with its terms, subject to except as such enforceability may be limited by the effect of bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting the enforceability of limiting creditors’ , rights generally and to general principles of equityor by equitable principles.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and United States similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each other Loan --------------------------- Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and Agreement, each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Parent or any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each --------------------------- other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any the Borrower and each other Loan Party is a party is the legal, valid and binding obligation of such Personthe Borrower and each other Loan Party, enforceable against such Person the Borrower and each other Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.laws

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Transaction Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to 26385498.9 37 bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, C\251418.0000000000 16509377 subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other --------------------------- Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Borrower, the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this This Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party has been duly and validly executed and delivered by or on behalf of such Loan Party and is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equityequity regardless of whether considered in a proceeding in equity or law.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any of the Companies or any other Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.

Validity and Binding Nature. Each of this Agreement and each other Loan Document to which the Company or any other Loan Party is a party is the legal, valid and binding obligation of such PersonLoan Party, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ ' rights generally and to general principles of equity.