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 Entity and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each of its Holders, enforceable against each of the Undersigned Entity and each of its Holders 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 consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned Entity’s or any of its other Holders’ organizational documents, (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders is a party or by which the Undersigned Entity or any of its other Holders or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other Holders, except for such violations, conflicts or breaches under clauses (ii) and (iii) above that would not, individually or in the aggregate, have a material adverse effect upon the Undersigned Entity and each of its Holders taken as a whole.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Entity and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each of its Holders, enforceable against each of the Undersigned Entity and each of its Holders 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 consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned Entity’s or any of its other Holders’ Holders organizational documents, (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders is a party or by which the Undersigned Entity or any of its other Holders or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other Holders, except for such violations, conflicts or breaches under clauses (ii) and (iii) above that would not, individually or in the aggregate, have a material adverse effect upon the Undersigned Entity and each of its Holders taken as a whole.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Entity and the Purchaser and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each of its Holdersthe Purchaser, enforceable against each of the Undersigned Entity and each of its Holders the 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 (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation of the Exchange Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned EntityUndersigned’s or any of its other Holders’ the Purchaser’s organizational documents, (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders the Purchaser is a party or by which the Undersigned Entity or any of its other Holders the Purchaser or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other Holders, except for such violations, conflicts or breaches under clauses (ii) and (iii) above that would not, individually or in the aggregate, have a material adverse effect upon the Undersigned Entity and each of its Holders taken as a wholePurchaser.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Entity and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each of its HoldersHolder, enforceable against each of the Undersigned Entity and each of its Holders 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 The execution and delivery of this Agreement and consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned EntityUndersigned’s or the applicable Holder’s organizational documents (or any of its other Holders’ organizational documentssimilar documents governing each Account), (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders the applicable Holder is a party or by which the Undersigned Entity or any of its other Holders the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other Holdersthe applicable Holder, except for such violations, conflicts or breaches under in the case of clauses (ii) and or (iii) above that ), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, have a reasonably be expected to affect the Undersigned’s or the applicable Holder’s ability to consummate the Transactions in any material adverse effect upon the Undersigned Entity and each of its Holders taken as a wholerespect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Entity and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each of its HoldersHolder, enforceable against each of the Undersigned Entity and each of its Holders 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 The execution and delivery of this Agreement and consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned EntityUndersigned’s or the applicable Holder’s organizational documents (or any of its other Holders’ organizational documentssimilar documents governing each Account), (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders the applicable Holder is a party or by which the Undersigned Entity or any of its other Holders the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other Holdersthe applicable Holder, except for such violations, conflicts or breaches under in the case of clauses (ii) and or (iii) above that ), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, have a reasonably be expected to affect the each Holder’s ability to consummate the Transactions in any material adverse effect upon the Undersigned Entity and each of its Holders taken as a wholerespect.

Valid and Enforceable Agreement; No Violations. This Agreement and each other Transaction Document to which the Holder is a party has been (or by the Closing will have been) duly executed and delivered by the Undersigned Entity Holder and constitutes or will constitute a legal, valid and binding obligation of each of the Undersigned Entity and each of its HoldersHolder, enforceable against each of the Undersigned Entity and each of its Holders Holder in accordance with its their respective 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 and remedies 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 Agreement, each other Transaction Document to which the Holder is a party, and consummation of the Exchange contemplated herein and therein will not violate, conflict with or result in a breach of or default under (i) the Undersigned EntityHolder’s or any of its other Holders’ organizational documents, (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders Holder is a party or by which the Undersigned Entity Holder or any of its other Holders or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other HoldersHolder, except for such violationsexcept, conflicts or breaches under in the case of clauses (ii) and (iii) above that ), as would not, individually or in the aggregate, be reasonably expected to have a material adverse effect upon on the Undersigned Entity and each ability of the Holder to perform its Holders taken as obligations under this Agreement or the other Transaction Documents to which it is a wholeparty.

Valid and Enforceable Agreement; No Violations. This Agreement and each other Transaction Document to which the Holder is a party has been (or by the Closing will have been) duly executed and delivered by the Undersigned Entity Holder and constitutes or will constitute a legal, valid and binding obligation of each of the Undersigned Entity and each of its HoldersHolder, enforceable against each of the Undersigned Entity and each of its Holders Holder in accordance with its their respective 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 Agreement, each other Transaction Document to which the Holder is a party, and consummation of the Exchange and Purchase contemplated herein and therein will not violate, conflict with or result in a breach of or default under (i) the Undersigned EntityHolder’s or any of its other Holders’ organizational documents, (ii) any agreement or instrument to which the Undersigned Entity or any of its other Holders Holder is a party or by which the Undersigned Entity Holder or any of its other Holders or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or any other HoldersHolder, except for such violationsexcept, conflicts or breaches under in the case of clauses (ii) and (iii) above that ), as would not, individually or in the aggregate, be reasonably expected to have a material adverse effect upon on the Undersigned Entity and each ability of the Holder to perform its Holders taken as obligations under this Agreement or the other Transaction Documents to which it is a wholeparty.