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

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture and consummation of the Transactions will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company or any of its “significant subsidiaries” (as defined in Regulation S-X under the Securities Act), (b) any material agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries, or any of their respective assets, are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any of its significant subsidiaries, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not adversely affect the financial results or position, properties or business of the Company and its subsidiaries, taken as a whole, in any material respect or adversely affect the Company’s ability to consummate the Transactions in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture Agreement and consummation of the Transactions will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company or any of its “significant subsidiaries” (as defined in Regulation S-X under the Securities Act), (b) any material agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries, or any of their respective assets, are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company or any of its significant subsidiaries, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not adversely affect the financial results or position, properties or business of the Company and its subsidiaries, taken as a whole, in any material respect or adversely affect the Company’s ability to consummate the Transactions in any material respect.