performance of this Agreement; and (iv) if an entity, the execution, delivery and performance of this Agreement by such party will not violate any provision of such partys Organizational Documents. Such party has read and understood this Agreement, including the waiver of jury trial contained herein, has consulted, or had the opportunity to consult, with such partys legal counsel or other advisors with respect thereto, has knowingly and voluntarily elected to sign and accept this Agreement, and has not relied upon any promise, statement, or representation that is not set forth explicitly herein in deciding to sign and accept this Agreement.
(b) No Conflict. The execution, delivery and performance by such party of this Agreement do not (i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such party, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or Governmental Authority, (iii) result in the creation of any encumbrance on any shares (other than under this Agreement, the BCA and the agreements contemplated by the BCA) or (iv) conflict with or result in a breach of or constitute a default under any provision of such partys Organizational Documents (if applicable) or, except as would materially impede, delay, interfere with or prevent the consummation of the transactions contemplated by this Agreement, any agreement to which such party is a party.
Section 10 Representations and Warranties of Founder Holders. Each Founder Holder represents and warrants to the VIH and Target Company as follows: each Founder Holder has good and valid title to and holds of record (free and clear of any Liens other than those arising under applicable securities laws or as would not otherwise restrict the performance of such Founder Holders obligations pursuant to this Agreement) the number, class and series of shares of VIH Ordinary Shares held by such Founder Holder as of the date of this Agreement.
Section 11 Termination. This Agreement shall immediately terminate, without any further action by the parties hereto, at the earlier of (a) the Closing and (b) such time, if at all, that the BCA is terminated in accordance with its terms; provided that if the Closing occurs, Section 6, Section 7, and Section 11 through Section 18 shall survive after the Closing.
Section 12 Assignment; Binding Effect. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of each of the other parties hereto. Any purported assignment in violation of this Section 12 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on VIH and the Insiders and their respective successors and assigns. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto, their respective heirs, estates, executors and personal representatives (if applicable) and their respective successors and assigns, and shall inure to the benefit of each of the parties hereto and their respective successors and assigns.
Section 13 Amendments. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by the party against which such waiver is to be enforced. No waiver by any party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence.
Section 14 Miscellaneous. Section 13.01 (Notices), Section 13.05 (Governing Law), Section 13.06 (Jurisdiction), Section 13.07 (Waiver of Jury Trial), Section 13.08 (Counterparts), Section 13.10 (Severability), Section 13.11 (Interpretation), Section 13.12 (Third Party Beneficiaries), Section 13.13 (Trust Account Waiver), Section 13.14 (Non-Recourse), and Section 13.15 (Specific Performance) of the BCA are hereby incorporated into this Agreement, mutatis mutandis, as though set out in their entirety in this Section 14.