Common use of Validity; Enforcement Clause in Contracts

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its their respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of the Holder and shall constitute the legal, valid valid, and binding obligations of the Holder enforceable against the Holder in accordance with its respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Original Securities) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute constitutes the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such ▇▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Exchanging Securities) will not result in a violation of the organizational documents of the such Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesTerm Notes) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesNote) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations obligation of the Holder enforceable against the Holder in accordance with its their respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesExisting October Warrants) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute constitutes the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its their respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the such Holder and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securitiesexisting Common Purchase Warrants) will not result in a violation of the organizational documents of the such Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such ▇▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesExisting Warrants) will not result in a violation of the organizational documents of the Holdersuch ▇▇▇▇▇▇.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such H▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesExisting Warrants) will not result in a violation of the organizational documents of the Holdersuch H▇▇▇▇▇.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesOriginal Debt) will not result in a violation of the organizational documents any other agreements or other obligations of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesPreferred Stock) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby Transactions (including, without limitation, the irrevocable surrender of the SecuritiesExchange Warrant) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its their respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditorsª rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the such Holder and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securitiesits Original Warrant) will not result in a violation of the organizational documents of the such Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesLoan) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such H▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the such Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of each of the SecuritiesOriginal Notes) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesRemaining Preferred Shares) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Each of this Agreement and the Holder Release has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement and the Holder Release by the Holder and the consummation by the Holder of the transactions contemplated hereby and thereby (including, without limitation, the irrevocable surrender of the Holder Securities) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesOriginal Warrant) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such H▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securitiesexisting Convertible Notes) will not result in a violation of the organizational documents of the such Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered delivered, on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesNote(s)) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute constitutes the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has have been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its their respective terms. The execution, delivery except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (includingother similar laws relating to, without limitationor affecting generally, the irrevocable surrender enforcement of the Securities) will not result in a violation of the organizational documents of the Holderapplicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) Transactions will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesPromissory Notes) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the each Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the each Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesNotes and Warrants) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the SecuritiesExchange) will not result in a violation of the organizational documents of the Holder.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the such Holder and shall constitute the legal, valid and binding obligations of the such Holder enforceable against the such Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder such ▇▇▇▇▇▇ and the consummation by the such Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the such Holder.