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

Valid and Enforceable Agreements; No Violations. This Agreement has been duly authorized, 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 as may be subject to the Enforceability Exceptions. This Agreement and consummation of the Transactions will not violate, conflict with or result in a breach of or default under (a) the Amended and Restated Articles of Incorporation or the Amended and Restated By-laws, or (b) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except 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 authorized, executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to the Enforceability Exceptions. This Agreement Agreement, and the consummation of the Transactions Transaction will not violate, conflict with or result in a breach of or default under (a) the Amended memorandum and Restated Articles articles of Incorporation association, charter, bylaws or other organizational documents of the Amended and Restated By-lawsCompany, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (bc) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and (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 not affect the Company’s business or its ability to consummate the Transactions transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly authorized, 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 as that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Transactions Exchange will not violate, conflict with or result in a breach of or default under (a) the Amended and Restated Articles charter, bylaws or other organizational documents of Incorporation the Company, (b) any agreement or instrument to which the Amended and Restated By-lawsCompany is a party or by which the Company or any of its assets are bound, or (bc) 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 not affect the Company’s business or its ability to consummate the Transactions Exchange in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Transactions Note Purchase will not violate, conflict with or result in a breach of or default under (a) the Amended and Restated Articles articles of Incorporation incorporation, code of regulations or other organizational documents of the Amended and Restated By-lawsCompany, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (bc) 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 not adversely affect the Company’s business or its ability to consummate the Transactions transactions contemplated hereby in any material respect.