Enforceability. Each Party represents and warrants that:

Enforceability. In the event that any of the provisions of this Agreement is deemed unenforceable or to exceed the protections afforded employers under applicable law, then such provision(s) shall be deleted and/or revised to provide Conduent the maximum protections permitted by applicable law and still be valid and enforceable, and all remaining provisions of this Agreement shall remain in full force and effect.

Enforceability. This Amendment has been duly executed and delivered by each Loan Party. This Amendment, the Loan Agreement (as amended or modified hereby) and each other Loan Document is the legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, and is in full force and effect.

Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

The Executive acknowledges and agrees that the covenants and restrictions pertaining to him contained in [Sections 5.1, 5.2, 5.3 and 5.4] of this Agreement are reasonable and valid in the circumstances and all of such covenants and restrictions are in addition to and not in lieu of, rights of the Company or obligations of the Executive imposed by statutory or common law. The Executive further acknowledges and agrees that the Company and its Affiliates would suffer irreparable injury in the event of any breach or threatened breach by the Executive of such covenants or restrictions, that money damages would be an inadequate remedy at law in connection with any such breach and that the Company and its Affiliates will therefore be entitled to, in addition to, and not in lieu of, all other rights of the Company and its Affiliates at law or equity (including, but not limited to, any action for money damages), temporary and permanent injunctive relief enjoining and restraining the Executive from any such breach or threatened breach. The Executive therefore agrees that any court having jurisdiction may enter a preliminary or permanent restraining order or injunction against the Executive in the event of actual or threatened breach of any of the provisions of this Agreement, and that any such relief will not preclude the Company its Affiliates from seeking any other relief at law or equity with respect to any such claim.

Enforceability. This Note constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Enforceability. Each Grantor has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Partial Enforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Authority; Enforceability. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authority; Enforceability. This Agreement, the 2024 Secured Notes, the Security Agreement and the A&R Intercreditor Agreement, any other agreements delivered together with this Agreement or in connection therewith (collectively “Transaction Documents”) have been duly authorized, executed, and delivered by ​ and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. ​ has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, the issuance of the 2024 Secured Notes.