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 and consummation of the Transactions by the Company 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, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or 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 and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or position, results of operations or prospects of the Company and its subsidiaries, subsidiaries taken as a whole, whole or affect on its performance of its obligations under this Agreement or on the Company’s ability to consummate consummation of the Transactions in any material respecttransactions contemplated hereby.

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 and consummation of the Transactions by the Company Repurchase will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, bound or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or position, results of operations or prospects of the Company and its subsidiaries, subsidiaries taken as a whole, whole or affect on its performance of its obligations under this Agreement or on the Company’s ability to consummate consummation of the Transactions in any material respecttransactions contemplated hereby.

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 and consummation of the Transactions by the Company Exchange will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or position, results of operations or prospects of the Company and its subsidiaries, subsidiaries taken as a whole, whole or affect on its performance of its obligations under this Agreement or on the Company’s ability to consummate consummation of the Transactions in any material respect.transactions contemplated hereby. Section 3.3

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company it and constitutes a its legal, valid and binding obligation of the Companyobligation, enforceable against the Company it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Transactions by the Company Conversion will not violate, conflict with or result in a breach of or default under (ai) the its charter, bylaws or other organizational documents of the Companydocuments, (bii) any material agreement or instrument to which the Company it is a party or by which the Company it or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Companyit, except in the case of clauses (b) or (c), where for such violations, conflicts, conflicts or breaches or defaults under clauses (ii) and (iii) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the its financial position or position, results of operations or prospects or on its performance of its obligations under this Agreement or on the consummation of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the Transactions in any material respecttransactions contemplated hereby.