Common use of Agreement Valid and Binding Clause in Contracts

Agreement Valid and Binding. Each Participant represents and warrants that this Agreement has been duly executed and delivered by such Participant and this Agreement is the legal, valid and binding obligation of such Participant, enforceable against such Participant in accordance with its terms, except as enforcement thereof may be limited by laws affecting the enforcement of creditors’ rights. Neither the execution and delivery by such Participant of this Agreement, nor the consummation by such Participant of the transactions contemplated hereby, nor the compliance by such Participant with or fulfillment by such Participant of the terms and provisions hereof will (i) with or without the giving of notice or lapse of time or both, conflict with or result in a breach or violation of, or default under, or permit the acceleration of any obligation under any provision of any agreement or other instrument or restriction of any kind to which such Participant is a party or by which such Participant is otherwise bound or affected, or (ii) violate any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to such Participant, except in the case of the preceding clauses, for those conflicts, breaches, violations, defaults or accelerations that would not, individually or in the aggregate, have, or be reasonably likely to have, a material adverse effect on the ability of such Participant to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.