Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G are professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G 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

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G are certain Major Stockholders (with their Affiliates) may be professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental Major Stockholders (and S2G their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental such Major Stockholders (or S2G their Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental any Major Stockholders (or S2G their 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 including Major Stockholders (and their Affiliates) 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 thethe Company (except to the extent such director or officer may be relieved under applicable law, including without limitation Section 102(b)(7) of the Delaware General Corporation Law, and the Restated Certificate).

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G Investors that are professional investment organizationsfunds (including without limitation ARCH, F-Prime, GV and as such review the business plans and related proprietary information of many enterprisesNewpath, together with their respective Affiliates) invest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental such Investors (and S2G their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental such Investor (or S2G their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental such Investor (or S2G their 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 thethe Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, each of the Investors (and S2G are each of their Affiliates) is a professional investment organizationsorganization, and as such review reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental each of the Investors (and S2G each of their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental an Investor (or S2G its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental such Investor (or S2G 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 thethe Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineDBR Capital, Morningside, Continental, and S2G are LLC (together with its Affiliates) is a professional investment organizationsorganization, and as such review reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall LineDBR Capital, Morningside, Continental LLC (and S2G its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall LineDBR Capital, Morningside, Continental LLC (or S2G its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall LineDBR Capital, Morningside, Continental LLC (or S2G 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 company, an investor 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 Investor 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 thethe Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Lineeach of Alloy, Morningside, Continental, Xxxxxxx and S2G are Novo is a professional investment organizationsfund, and as such review the business plans and related proprietary information of many enterprisesinvests in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Lineneither Alloy, Morningside, Continental and S2G nor Xxxxxxx nor Novo shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Fall LineAlloy, MorningsideXxxxxxx or Novo, Continental or S2G respectively, in any entity competitive with the Company, or (iib) actions taken by any partner, officer, employee officer or other representative of Fall LineAlloy, MorningsideXxxxxxx or Novo, Continental or S2G as applicable, 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) Alloy, Xxxxxxx or Novo 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, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to thethe Company.