(b) this Agreement is a legal, valid, and binding obligation of such Party, enforceable
against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors rights generally or by equitable principles relating to enforceability;
(c) except as expressly provided in this Agreement (including the Term Sheet), no consent or approval is required by any other Person or
Entity in order for it to effectuate the Transactions contemplated by, and perform its respective obligations under, this Agreement other than (i) those required by the New York Stock Exchange or such other applicable stock exchange on which
WeWorks Class A common stock, par value $0.0001 per share, is then listed, including with respect to obtaining stockholder approval, if applicable, and (ii) negotiation and entry into applicable intercreditor arrangements as
contemplated by the Transactions with the applicable parties under the Credit Agreement;
(d) except as expressly provided in this
Agreement (including the Term Sheet), the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, (i) violate any provision of Law, rule, or regulation applicable to it or any of its
subsidiaries or conflict in any material respect with any Law or regulation applicable to it or its articles of association, memorandum of association, or other constitutional documents or those of any of its subsidiaries or (ii) conflict with,
result in a breach of, or constitute (with due notice or lapse of time or both) a default under its organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party;
(e) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and
authority to enter into, execute, and deliver this Agreement and to effectuate the Transactions contemplated by, and perform its respective obligations under, this Agreement;
(f) as of the Agreement Effective Date (or such later date that it delivers its signature page hereto to the other Parties), such Party has no
actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Agreement; and
(g) except as expressly provided by this Agreement, it is not party to any restructuring support or similar agreements or arrangements
regarding the equity or indebtedness of any of the Company Parties that have not been disclosed to all Parties to this Agreement.
Section 11. Indemnification.
11.01. Without limiting any Company Partys obligations under the Existing Documents, the Definitive Documents, or any related
guarantees, security documents, agreements, amendments, instruments, or other relevant documents, the Company Parties, jointly and severally, agree to indemnify, pay, and hold harmless each Consenting Noteholder and each of its Affiliates and
SoftBank and all of their respective officers, directors, members, managers, partners, employees, shareholders, advisors, agents, and other representatives of each of the foregoing and their respective successors and permitted assigns (each, an
Indemnified Party) from and against any and all losses, claims, damages, actions, obligations, penalties, judgments, suits, costs, expenses, disbursements, and liabilities, joint or several, of any kind or nature whatsoever
(including the reasonable and documented out-of-pocket fees and disbursements of counsel for any Indemnified Party, and including any out
of-pocket costs associated with any discovery or other information requests), whether direct, indirect, special, or consequential and whether based on any federal, state, or foreign laws, statutes, rules, or
regulations (including securities and commercial laws, statutes, rules, or regulations) on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner
relating to or arising out of, in connection with, or as a result of (a) this Agreement, the Transactions, the Definitive Documents, or any related guarantees, security documents, agreements, instrument, or other documents, (b) the
negotiation, formulation, preparation, execution, delivery, or performance of the foregoing, or (c) any actual claim, litigation, investigation, or proceeding relating to the foregoing, regardless of whether any Indemnified Party is a party
thereto and whether or not the transactions contemplated hereby are consummated
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