Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. The Investor represents that it has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action. The Investor represents and warrants that this Agreement and each agreement, document and instrument executed and delivered by such Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of such Investor enforceable in accordance with their respective terms and that the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not: (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of the Investor; (b) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Investor; (c) require from the Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (d) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Investor is a party or by which the Investor is bound.

Authorization and Non-Contravention. The Investor represents that it has full right, ----------------------------------- authority and power under its certificate of incorporation and by-laws to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such the Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such the Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary actioncorporate or other action of the Investor. The Investor represents and warrants that this This Agreement and each agreement, document and instrument executed and delivered by such the Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of such the Investor enforceable in accordance with their respective terms and that the terms. The execution, delivery and performance by such the Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not: (aA) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract provision of its charter or obligation to which such Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of the Investorby- laws; (bB) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Investor; or (cC) require from the Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (d) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Investor is a party or by which the Investor is bound.

Authorization and Non-Contravention. The Investor Canopy represents that it has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action. The Investor Canopy represents and warrants that this Agreement and each agreement, document and instrument executed and delivered by such Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of such Investor enforceable in accordance with their respective terms and that the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not: (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of the InvestorCanopy; (b) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the InvestorCanopy; (c) require from the Investor Canopy any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (d) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Investor Canopy is a party or by which the Investor Canopy is bound.

Authorization and Non-Contravention. The Investor represents that it has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action. The Investor represents and warrants that this Agreement and each agreement, document and instrument executed and delivered by such Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of such Investor enforceable in accordance with their respective terms (except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Investor Rights Agreement may be limited by applicable federal or state securities laws) and that the execution, delivery and performance by such Investor of this Agreement and each such other agreement, document and instrument, and the performance of the transactions contemplated hereby and thereby do not and will not: (a) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Investor is a party or by which it or its assets are bound, or cause the creation of any encumbrance upon any of the assets of the Investor; (b) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Investor; (c) require from the Investor any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (d) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Investor is a party or by which the Investor is bound.