Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Articles of Incorporation or Bylaws, or cause the creation of any Claim upon any of the assets of the Company; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license or authorization to which the Company or such Stockholder is a party or by which any of them or their respective assets are bound, or any provision of such Stockholder's organizational documents, if applicable; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company or such Stockholder; (iii) require from the Company or such Stockholder any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party, or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company or such Stockholder is a party or by which the Company or such Stockholder is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents executed pursuant hereto or otherwise in connection herewith (including without limitation the applicable Contribution Agreement and the documents and instruments other agreements executed and delivered by the Company pursuant hereto in connection therewith) are valid and binding obligations of the Companysuch Stockholder, enforceable in accordance with their respective terms, except: (x) except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or other laws affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. remedies which are subject to the discretion of the court before which an action may be brought. (b) The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed pursuant hereto or otherwise in connection herewith (including without limitation the respective Contribution Agreement and delivered by the Company pursuant hereto, the issuance documents and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, other agreements executed in connection therewith) have been duly authorized by all necessary corporate corporate, partnership, or other individual action of such Stockholder, and represent the Company. exercise of such Stockholder's own free will and have not been executed under any compulsion or duress. (c) The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions any transaction contemplated by this Agreement and such other agreements, documents and instruments, do not and will hereby shall not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Articles of Incorporation or Bylaws, or cause the creation of any Claim upon any of the assets of the Company; (ii) violate, conflict with or result in a violation of, default under any contract or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license or authorization to which the Company or such Stockholder is a party or by which any of them it or their respective its assets are bound, or, in the case of any Stockholder that is a partnership or corporation, any provision of such Stockholder's certificate of incorporation, bylaws, partnership agreement, or other organizational or voting documents, if applicableeach as amended to date, or cause the creation of any encumbrance upon any of the assets of any Stockholder; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, under any provision of any law, regulation or rulerule normally applicable to the transactions contemplated hereby (and excluding any federal, state or local antitrust, tax, environmental, health, safety or employment laws or laws, regulations or rules applicable to such Stockholder solely as a result of its business activities), or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company or such Stockholderagency; (iii) require from the Company or such Stockholder any notice to, declaration or filing with, or consent or approval of, of any governmental authority or other third party, ; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, under or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or such Stockholder is a party or by which the Company or such Stockholder is bound; provided, however, that no representation or warranty is made herein with respect to the contribution to the Company by any Stockholder of any assets.

Authorization and Non-Contravention. (a) This The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company pursuant hereto are as contemplated hereby (including, without limitation, the Certificate) and the issuance and delivery of (i) the Series A Class 1 Preferred Shares and (ii) upon the conversion of the Series A Class 1 Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and each such other agreement, document and instrument (including, without limitation, the Certificate) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant heretohereto or as contemplated hereby (including, without limitation, the Certificate) and the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of (i) the Convertible Series A Class 1 Preferred Shares, and, Shares and (ii) upon the conversion of the Convertible Series A Class 1 Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (iA) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Articles Certificate of Incorporation or BylawsBylaws of the Company, or cause the creation of any Claim material encumbrance upon any of the assets of the Company; (iiB) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iiiC) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other third partythan as may be required to secure an exemption from qualification of the offer and sale of the Series A Class 1 Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws; or (ivD) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license or authorization to which the Company or such Stockholder is a party or by which any of them or their respective assets are bound, or any provision of such Stockholder's organizational documents, if applicable; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company or such Stockholder; (iii) require from the Company or such Stockholder any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party, or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or such Stockholder any of its assets is a party or by which the Company or such Stockholder any of its assets is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto The Purchaser Documents to which each Representing Party is a party are valid and binding obligations of thereof (to the Company, extent such Representing Party is a party thereto) and enforceable in accordance with their respective terms, except: (x) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium and other laws of general application affecting reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' ’ rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesgenerally. The execution, delivery and performance of this Agreement the Purchaser Documents, and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance sale and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance Notes and delivery of the Conversion Shares, Warrants in accordance with this Agreement have been duly authorized by all necessary corporate or other action of the Companyeach Representing Party. The execution execution, delivery and delivery performance of this Agreement and all agreementsthe Purchaser Documents, documents and instruments executed and delivered by the Company pursuant heretoincluding, without limitation, the issuance sale and delivery of the Convertible Preferred SharesNotes and Warrants in accordance with this Agreement, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the any transactions contemplated by this Agreement and such other agreements, documents and instruments, do the Purchaser Documents will not and will not: (i) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company such Representing Party is a party or by which it or its assets are bound, or any provision of the Articles or By-Laws or any of Incorporation or Bylawsthe Organizational Documents of such Representing Party, or cause the creation of any Claim lien or encumbrance upon any of the assets of the Companysuch Representing Party; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, by any court or other governmental agency applicable to the Companysuch Representing Party; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company such Representing Party any notice to, declaration or filing with, or consent or approval (that has not already been obtained) of any governmental authority or other third partyparty other than pursuant to federal or state securities or blue sky laws; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any material obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company such Representing Party is a party or by which the Company it is bound. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license or authorization to which the Company or such Stockholder is a party or by which any of them or their respective assets are bound, or any provision of such Stockholder's organizational documents, if applicable; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company or such Stockholder; (iii) require from the Company or such Stockholder any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party, or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company or such Stockholder is a party or by which the Company or such Stockholder is bound.

Authorization and Non-Contravention. (a) Seller has all requisite power, authority and capacity to enter into this Agreement and each and every other agreement, certificate, instrument and document to be executed and delivered by Seller hereunder and to perform Seller's obligations hereunder and thereunder. (b) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto and the Operating Agreement are valid and binding obligations of the CompanySeller, enforceable in accordance with their respective terms. (c) The admission of Buyer as a Member and the sale, except: transfer and assignment of the Subject Membership Interests to Buyer by Seller as contemplated herein have been approved by all of the Members of the Company in accordance with the terms of the Operating Agreement (xincluding, without limitation, the terms of Section 5.5, Section 6.1 and Article 7 thereof) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and no other laws consents or approvals of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief any governmental authority or other equitable remedies. Person are required in connection with the sale, transfer and assignment of the Subject Membership Interests to Buyer or admission of Buyer as a Member pursuant to this Agreement. (d) The execution, delivery and performance execution of this Agreement and all agreementsthe sale, documents transfer and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery assignment of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of Subject Membership Interests to Buyer pursuant to this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do will not and will not: (i) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company or Seller is a party or by which its assets are bound, or any provision of the Articles of Incorporation or Bylaws, or cause the creation of any Claim upon any of the assets of the Company; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license or authorization to which the Company or such Stockholder is a party or by which any either of them or their respective assets are bound, or any provision of such Stockholder's organizational documents, if applicablethe Operating Agreement; (ii) cause the creation of any Lien upon any of the assets of the Company or Seller; (iii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) 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 Company or such StockholderSeller; (iiiiv) except as set forth in SCHEDULE 2.2(d)(iv) hereto, require from the Company or such Stockholder Seller any notice to, declaration or filing with, or consent or approval of, with any governmental authority or other third party, ; or (ivv) violate or result except as set forth in SCHEDULE 2.2(d)(v) hereto, constitute a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of revocation or termination of, any agreement, permit, license agreement or authorization Permit to which the Company or such Stockholder is a party or by which the Company or such Stockholder is bound.