Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or professional investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or Investor (together with its Affiliates) is a professional investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Nothing in this Agreement shall preclude or in any way restrict the Investor from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, none of the Funds Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of any such Fund Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company and each Investor hereby agrees and acknowledges that certain of the Investors (including GV 2017 L.P. and certain of their respective its Affiliates and GS) are venture capital funds or professional investment funds (collectivelyor are otherwise in the business of investing in, the “Funds”)financing and advising companies, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted, as currently proposed to be conducted or as may be conducted in the futurefuture be conducted). The Company and each Investor hereby agrees agree that, to the extent permitted under applicable law, none of the Funds no Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this AgreementAgreement or its confidentiality obligations under any other agreement with the Company, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain each of the Investors and certain of their respective Affiliates are venture capital funds or (together with its Affiliates) is a professional investment funds (collectively, the “Funds”)fund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds such Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Investor or its Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Investor or its Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this AgreementAgreement or otherwise, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors NEA and certain of New Leaf (together with their respective Affiliates affiliates) are venture capital funds or a professional investment funds (collectively, the “Funds”)funds, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds NEA and New Leaf shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund NEA or New Leaf in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund NEA and New Leaf to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates (including, without limitation, GIC) are venture capital funds or professional investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Funds to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors such Funds from liability associated with (1) the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (2) bad faith or willful misconduct on the part of the Funds or (y) any director or officer of the Company appointed by such Funds from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates (each, together with such Investor’s affiliates, a “VC Investor”) are venture capital funds or professional investment funds (collectively, the “Funds”)funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds no VC Investor shall be liable to the Company for any claim arising out of, or based upon, (ia) the investment by any such Fund VC Investor in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of any such Fund VC Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, however that the foregoing shall not relieve (x) such VC Investor or any of the Investors party from liability associated with the unauthorized disclosure willful misuse of the Company’s confidential information obtained pursuant to this AgreementSection 3.3, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Major Investors and certain of (together with their respective Affiliates Affiliates) are venture capital funds or professional investment funds (collectively, the “Funds”)funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none neither the Major Investors nor any of the Funds their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Major Investor or any Affiliate of a Major Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Major Investor or any Affiliate of a Major Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Major Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of (together with their respective Affiliates affiliates) are venture capital funds or professional investment funds (collectively, the “Funds”)funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds each such Investor (each, a “Fund Investor”) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or Barer & Son Capital, LLC (together with its affiliates) is a professional investment funds (collectively, the “Funds”)fund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds Barer Group Investors shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Barer Group Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund Barer Group Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain each of the Specified Investors and certain of their respective Affiliates are venture capital funds or is a professional investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none each of the Funds Specified Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Specified Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of any such Fund Specified Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or 22NW, LP (together with its Affiliates, “22NW”) is a professional investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds 22NW shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund 22NW in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of any such Fund 22NW to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or professional investment funds organizations (collectivelyeach, the a “FundsFund Investor”), and as such invest in numerous portfolio companiesreview the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds such Fund Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of any such a Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain each of the Investors InterWest and certain of their respective Affiliates are venture capital funds or LAV is a professional investment funds (collectively, the “Funds”)fund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none each of the Funds InterWest and LAV shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund InterWest or LAV, respectively, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund InterWest or LAV, respectively, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors Holders and certain of their respective Affiliates are venture capital funds or professional investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds each such Holder and its respective Affiliates shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any each such Fund Holder or its respective Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any each such Fund Holder or its respective Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or each Fund is a professional investment funds (collectivelyfund and, the “Funds”)as such, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future)business. The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of any such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this AgreementAgreement or any other agreement with the Company, or (y) any director or officer of the Company from any liability associated with his such director’s or her officer’s fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or Innventus Fund I, L.P. (together with its Affiliates, “Innventus”) is a professional investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none of the Funds Innventus shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any such Fund Innventus in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of any such Fund Innventus to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are venture capital funds or each Investment Fund is a professional investment funds (collectively, the “Funds”)fund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, none no Investment Fund nor any Affiliates of the Funds any Investment Fund shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Investment Fund or any Affiliate of such Investment Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, or other representative of any such Investment Fund or Affiliate of such Investment Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors Investment Fund from liability associated with the unauthorized use or disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.