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 valid and legally 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. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes, and the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally 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. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes issued thereunder, and the Exchange Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally 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 Exchange Notes Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) and the consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (ii) or (iii), where such violations, conflicts, breaches or defaults would not affect the Company’s business or its ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally 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. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes, and the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally 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. If applicable, at the Subsequent Exchange Closing, the Exchange Second Lien Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes issued thereunderSecond Lien Notes, and the Exchange Second Lien Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at At the Exchange Closing or the Subsequent Exchange Closing, the Second Lien Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms of the Second Lien Notes issued thereunder, and the Second Lien Notes Supplemental Indenture will constitute a valid and legally 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 Exchange Second Lien Notes Indenture, the other Note Documents, the Exchange Second Lien Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) and the consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (i) the organizational documents of the Company, (ii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (ii) or (iii), where such violations, conflicts, breaches or defaults would not affect the Company’s business or its ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document (other than any Other Agreements) to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party (other than any Other Agreements) has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes, Holder’s New Notes and the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally 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. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and Warrant Agreement will govern the terms of the Exchange Notes issued thereunderHolder’s Warrant. All consents, approvals, orders and authorizations required on the Exchange Notes Supplemental Indenture will constitute a valid and legally binding obligation part of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally binding obligation the Guarantors in connection with the execution, delivery or performance of the CompanyTransaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, enforceable against other than (i) such filings required to be made after the Closing under applicable federal and state securities laws, (ii) filings required for the perfection of the security interests under the Collateral Documents and (iii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company in accordance with and its termssubsidiaries, except that such enforcement may be subject taken as a whole, or (B) the ability of the Company or the Guarantors to the Enforceability Exceptions. This Agreement, the Exchange Notes Indenture, perform their obligations under this Agreement and the other Note Documents, the Exchange Notes Supplemental Indenture Transaction Documents (if applicableother than any Other Agreements), as applicable (a “Material Adverse Effect”). The entering into of the Supplemental Indenture Transaction Documents (if applicableother than any Other Agreements) and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the CompanyCompany or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of its their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the CompanyCompany or any Guarantors, except except, in the case of clauses (ii) or and (iii), where such violationsas would not, conflictsindividually or in the aggregate, breaches or defaults would not affect the Company’s business or its ability be reasonably expected to consummate the transactions contemplated hereby in any material respecthave a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Holder’s New Notes. All consents, approvals, orders and authorizations required on the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally binding obligation part of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms Guarantors in connection with the execution, delivery or performance of the Exchange Notes issued thereunder, and the Exchange Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally 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 Exchange Notes Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) Transaction Documents and the consummation of the Exchange and Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws and (ii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents, as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents and the consummation of the Exchange and Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the CompanyCompany or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of its their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the CompanyCompany or any Guarantors, except except, in the case of clauses (ii) or and (iii), where such violationsas would not, conflictsindividually or in the aggregate, breaches or defaults would not affect the Company’s business or its ability be reasonably expected to consummate the transactions contemplated hereby in any material respecthave a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party has been (or by the Closing will have been) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Purchased Notes. All consents, approvals, orders and authorizations required on the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally binding obligation part of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms Guarantors in connection with the execution, delivery or performance of the Exchange Notes issued thereunder, and the Exchange Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally 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 Exchange Notes Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) Transaction Documents and the consummation of the Exchange Purchase have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws and (ii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Transaction Documents, as applicable (a “Material Adverse Effect”). The entering into of the Transaction Documents and the consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the CompanyCompany or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of its their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the CompanyCompany or any Guarantors, except except, in the case of clauses (ii) or and (iii), where such violationsas would not, conflictsindividually or in the aggregate, breaches or defaults would not affect the Company’s business or its ability be reasonably expected to consummate the transactions contemplated hereby in any material respecthave a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally 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. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture Warrant Agreement and the other Note Documents Indenture will have been duly executed and delivered by the Company and Company. The Warrant Agreement will govern the terms of the Exchange NotesWarrants (including the terms under which the Warrant Shares will be issued), and the Exchange Notes Indenture Warrant Agreement, upon execution and delivery by each of the other Note Documents parties thereto, will constitute a legal, valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental The Indenture will have been duly executed and delivered by the Company and will govern the terms of the New Bonds (including the terms under which the Shares issuable upon exchange of the New Bonds (the “Exchange Notes issued thereunderShares” and, together with the Warrant Shares, the “Underlying Shares”) will be issued), and the Exchange Notes Supplemental Indenture Indenture, upon execution and delivery by each of the parties thereto, will constitute a legal, valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at Neither the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed execution and delivered by the Company and will constitute a valid and legally binding obligation delivery of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This this Agreement, the Exchange Notes Warrant Agreement and the Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) and nor the consummation of the Exchange Transactions, will not violate, conflict with or result in a breach (a) violate any provision of or default under (i) the organizational documents of the CompanyCompany or its subsidiaries or violate any constitution, (ii) statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any agreement government, governmental entity or instrument court to which the Company or its subsidiaries is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries is bound or to which any of the Company’s or its subsidiaries’ assets are boundsubject, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses the foregoing clause (ii) or (iiib), where except in such violationsa manner that would not, conflictsindividually or in the aggregate, breaches or defaults would not affect the Company’s business or its ability reasonably be expected to consummate the transactions contemplated hereby in any material respecthave a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly 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 that such enforcement may be subject to the Enforceability Exceptions. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes, and the Exchange Notes Indenture and the other Note Documents will constitute a valid and legally 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. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes issued thereunder, and the Exchange Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally 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 Exchange Notes Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) Agreement and the consummation of the Exchange Transactions will not violate, conflict with or result in a breach of or default under (ia) the organizational documents articles of association of the Company, (iib) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (iiic) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (iib) or (iiic), where such violations, conflicts, breaches or defaults would not affect not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (i) the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) the Company’s business or its ability to timely consummate the Transactions (a “Material Adverse Effect”). Assuming the accuracy of the representations of each Undersigned Party set forth herein, other than (A) any required filings or approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, any foreign antitrust or competition laws or any foreign direct investment laws, requirements or regulations in connection with the issuance of the ordinary shares, quota value SEK 0.0015 per ordinary share, of the Company (the “Company Ordinary Shares”) or the issuance of the ADS Consideration, (B) pursuant to any requirements or regulations in connection with the issuance of Company Ordinary Shares or the issuance of the ADS Consideration, including the filing of a listing notice with The Nasdaq Global Select Market (“Nasdaq”) or filings under state securities or “blue sky” laws, (C) any required filings pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or the U.S. Securities and Exchange Commission, and the rules and regulations promulgated thereunder, Nasdaq or state regulators, or (D) any requirements or regulations in connection with the registration with the Swedish Companies Registration Office of the Company Ordinary Shares underlying the ADS Consideration or (E) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions (in each case other than the transactions contemplated hereby by Article V), except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in any material respectthe aggregate, would not reasonably be expected to have a Material Adverse Effect.

Valid and Enforceable Agreements; No Violations. This Agreement and each other Transaction Document to which the Company is a party has been (or by the Closing will have been) duly executed and delivered by the Company and constitutes (or will constitute) a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. Each Transaction Document to which the Guarantors are a party has been (or by the Closing will be) duly executed and delivered by each Guarantor and constitutes (or will constitute) a legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Exchange Closing or the Backstop Party Exchange Closing, as applicable, the Exchange Notes Indenture and the other Note Documents will have been duly executed and delivered by the Company and will govern the terms of the Exchange Exchanged New Notes. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of the Transaction Documents and the consummation of the Exchange Notes Indenture have been obtained and will be effective as of the Closing Date, other than (i) such filings required to be made after the Closing under applicable federal and state securities laws and (ii) with respect to any of the foregoing, where the failure to make or obtain would not reasonably be expected to have a material adverse effect on, or a material adverse change in, (A) the business, operations, financial condition, prospects or results of operations of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company or the Guarantors to perform their obligations under this Agreement and the other Note Documents will constitute Transaction Documents, as applicable (a valid and legally binding obligation “Material Adverse Effect”). The entering into of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If applicable, at the Subsequent Exchange Closing, the Exchange Notes Supplemental Indenture will have been duly executed and delivered by the Company and will govern the terms of the Exchange Notes issued thereunder, and the Exchange Notes Supplemental Indenture will constitute a valid and legally 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. If applicable, at the Exchange Closing or the Subsequent Exchange Closing, the Supplemental Indenture will have been duly executed and delivered by the Company and will constitute a valid and legally 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 Exchange Notes Indenture, the other Note Documents, the Exchange Notes Supplemental Indenture (if applicable), the Supplemental Indenture (if applicable) Transaction Documents and the consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the charter, bylaws or other organizational documents of the CompanyCompany or the Guarantors, (ii) any agreement or instrument to which the Company or any Guarantors is a party or by which the Company or any Guarantors or any of its their assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the CompanyCompany or any Guarantors, except except, in the case of clauses (ii) or and (iii), where such violationsas would not, conflictsindividually or in the aggregate, breaches or defaults would not affect the Company’s business or its ability be reasonably expected to consummate the transactions contemplated hereby in any material respecthave a Material Adverse Effect.