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 Undersigned and constitutes a legal, valid and binding obligation of the Undersigned, enforceable against the Undersigned 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, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s organizational documents, (ii) any agreement or instrument to which the Undersigned is a party or by which the Undersigned or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned, except solely in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the Undersigned’s ability to consummate the transactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Each party hereto hereby covenants that this Agreement has been duly authorized, executed and delivered by the Undersigned such party and constitutes a legal, valid and binding obligation of the Undersignedsuch party, enforceable against the Undersigned such party 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, or 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 consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersignedsuch party’s organizational documents, (ii) any agreement or instrument to which the Undersigned such party is a party or by which the Undersigned such party or any of its respective assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersignedsuch party, except solely in the case of for such violations, conflicts or breaches under clauses (ii) and (iii) above, for such violations, conflicts, breaches or defaults above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position, results of operations or prospects of such party or adversely and materially adversely affect its performance of the Undersigned’s ability to consummate obligations under this Agreement or on the consummation of the transactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the UndersignedUndersigned and each Investor, enforceable against the Undersigned and each Investor in accordance with its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) generally and general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Investor’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the applicable Investor is a party or by which the Undersigned or the applicable Investor 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 UndersignedUndersigned or the applicable Investor, except solely (in the case of clauses (ii) and or (iii) above, for ) where such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to materially adversely not affect the Undersigned’s or the applicable Investor’s ability to consummate the transactions contemplated herebyTransactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Purchaser and constitutes a legal, valid and binding obligation of the UndersignedPurchaser, enforceable against the Undersigned 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, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the UndersignedPurchaser’s organizational documents, (ii) any agreement or instrument to which the Undersigned Purchaser is a party or by which the Undersigned Purchaser or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the UndersignedPurchaser, except solely in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the UndersignedPurchaser’s ability to consummate the transactions contemplated hereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned Lender and constitutes a legal, valid and binding obligation of the UndersignedLender, enforceable against the Undersigned Lender 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, or 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 consummation of the Purchase Conversion will not violate, conflict with or result in a breach of or default under (i) the UndersignedLender’s organizational documents, (ii) any agreement or instrument to which the Undersigned Lender is a party or by which the Undersigned Lender or any of its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the UndersignedLender, except solely in the case of for such violations, conflicts or breaches under clauses (ii) and (iii) above, for such violations, conflicts, breaches or defaults above that would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a material adverse effect on the Undersigned’s ability to consummate financial position, results of operations or prospects of the Lender or on their performance of the obligations under this Agreement or on the consummation of the transactions contemplated hereby.