Common use of Authorization; Compliance with Other Instruments Clause in Contracts

Authorization; Compliance with Other Instruments. A. Such Purchaser has the necessary power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement to which such Purchaser is a party and the consummation of the transactions contemplated hereby have been duly authorized by such Purchaser’s respective board of directors, general partner, managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery by the Company and the other parties hereto, is the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by such Purchaser with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser under any of the terms, conditions or provisions of (i) such Purchaser’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser is a party or by which such Purchaser may be bound, or to which such Purchaser or any of the properties or assets of such Purchaser may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreement), violate any Law applicable to such Purchaser or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser (1) The Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which the Investor is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser the Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such Purchaserthe Investor’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholdersshareholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which the Investor is a party will have been at the Closing duly and validly executed and delivered by such Purchaser the Investor and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed hereafter, will be, upon execution, the valid and binding obligation obligations of such Purchaser the Investor enforceable against such Purchaser the Investor in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. (2) Neither the execution, delivery and or performance by such Purchaser the Investor of this Agreement the Transaction Documents, nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser the Investor with any of the provisions hereofhereof or thereof, does or will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination termination, amendment, cancellation or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser the Investor under any of the terms, conditions or provisions of (i) such Purchaserthe Investor’s articles of incorporation or by-lawsbylaws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser the Investor is a party or by which such Purchaser the Investor may be bound, or to which such Purchaser the Investor or any of the properties or assets of such Purchaser the Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser the Investor or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such Purchaserthe Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser Anchor Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which such Anchor Investor is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser Anchor Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such PurchaserAnchor Investor’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which such Anchor Investor is a party will have been at the First Closing duly and validly executed and delivered by such Purchaser Anchor Investor and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after June 30, 2010, will be, upon execution, the valid and binding obligation obligations of such Purchaser Anchor Investor enforceable against such Purchaser Anchor Investor in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser Anchor Investor of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser Anchor Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser Anchor Investor under any of the terms, conditions or provisions of (i) such PurchaserAnchor Investor’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser Anchor Investor is a party or by which such Purchaser Anchor Investor may be bound, or to which such Purchaser Anchor Investor or any of the properties or assets of such Purchaser Anchor Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser Anchor Investor or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such PurchaserAnchor Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser has the necessary power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement to which such Purchaser is a party and the consummation of the transactions contemplated hereby have been duly authorized by such Purchaser’s respective board of directors, general partner, managing managing B. members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery by the Company and the other parties hereto, is the valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. C. Neither the execution, delivery and performance by such Purchaser of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by such Purchaser with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser under any of the terms, conditions or provisions of (i) such Purchaser’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser is a party or by which such Purchaser may be bound, or to which such Purchaser or any of the properties or assets of such Purchaser may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreement), violate any Law applicable to such Purchaser or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser CapGen has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which CapGen is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser CapGen is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such PurchaserCapGen’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which CapGen is a party will have been at the Closing duly and validly executed and delivered by such Purchaser CapGen and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after the date hereof, will be, upon execution, the valid and binding obligation obligations of such Purchaser CapGen enforceable against such Purchaser CapGen in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser CapGen of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser CapGen with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser CapGen under any of the terms, conditions or provisions of (i) such PurchaserCapGen’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser CapGen is a party or by which such Purchaser CapGen may be bound, or to which such Purchaser CapGen or any of the properties or assets of such Purchaser CapGen may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser CapGen or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such PurchaserCapGen’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser Anchor Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which such Anchor Investor is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser Anchor Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such PurchaserAnchor Investor’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which such Anchor Investor is a party will have been at the First Closing duly and validly executed and delivered by such Purchaser Anchor Investor and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after May 23, 2010, will be, upon execution, the valid and binding obligation obligations of such Purchaser Anchor Investor enforceable against such Purchaser Anchor Investor in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser Anchor Investor of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser Anchor Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser Anchor Investor under any of the terms, conditions or provisions of (i) such PurchaserAnchor Investor’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser Anchor Investor is a party or by which such Purchaser Anchor Investor may be bound, or to which such Purchaser Anchor Investor or any of the properties or assets of such Purchaser Anchor Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser Anchor Investor or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such PurchaserAnchor Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser Anchor Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which such Anchor Investor is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser Anchor Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such PurchaserAnchor Investor’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which such Anchor Investor is a party will have been at the Closing duly and validly executed and delivered by such Purchaser Anchor Investor and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after the date hereof, will be, upon execution, the valid and binding obligation obligations of such Purchaser Anchor Investor enforceable against such Purchaser Anchor Investor in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser Anchor Investor of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser Anchor Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser Anchor Investor under any of the terms, conditions or provisions of (i) such PurchaserAnchor Investor’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser Anchor Investor is a party or by which such Purchaser Anchor Investor may be bound, or to which such Purchaser Anchor Investor or any of the properties or assets of such Purchaser Anchor Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser Anchor Investor or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such PurchaserAnchor Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser (1) The Investor has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which it is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser the Investor is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such Purchaserthe Investor’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which the Investor is a party will have been at the Closing duly and validly executed and delivered by such Purchaser the Investor and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after the date of this Agreement, will be, upon execution, the valid and binding obligation obligations of such Purchaser the Investor enforceable against such Purchaser it in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. (2) Neither the execution, delivery and performance by such Purchaser the Investor of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser the Investor with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser the Investor under any of the terms, conditions or provisions of (i) such Purchaserthe Investor’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser the Investor is a party or by which such Purchaser the Investor may be bound, or to which such Purchaser the Investor or any of the properties or assets of such Purchaser the Investor may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser the Investor or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such Purchaserthe Investor’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser (i) The Company has the necessary corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunderhereunder (including the issuance of Securities). The Except for approval of the Stockholder Proposals, the execution, delivery and performance of this Agreement to which such Purchaser is a party by the Company and the consummation of the transactions contemplated hereby have has been duly authorized by such Purchaser’s respective board all necessary corporate action on the part of directors, general partner, managing members, investment committee, investment adviser or other authorized person, as the case may be, Company and no further approval or authorization by any is required on the part of the Company or its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been duly and validly executed and delivered by such Purchaser the Company and, assuming due authorization, execution and delivery by the Company and the other parties heretoeach Standby Purchaser, is will be, upon execution, the valid and binding obligation obligations of such Purchaser the Company enforceable against such Purchaser the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. (ii) Neither the execution, delivery and performance by such Purchaser the Company of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by such Purchaser the Company with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens upon any of the properties or assets of such Purchaser the Company under any of the terms, conditions or provisions of (i) such Purchaserthe Company’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents laws or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser the Company is a party or by which such Purchaser the Company may be bound, or to which such Purchaser the Company or any of the properties or assets of such Purchaser the Company may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreement)each Standby Purchaser, violate any Law applicable to such Purchaser the Company or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such Purchaserthe Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such Purchaser CapGen has the necessary power and authority to execute and deliver this Agreement the Transaction Documents to which CapGen is a party and to perform its respective obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement the Transaction Documents to which such Purchaser CapGen is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by such PurchaserCapGen’s respective board of directors, general partner, partner or managing members, investment committee, investment adviser or other authorized person, as the case may be, and no further approval or authorization by any of its stockholders, partners or other equity owners, as the case may be, is required. This Agreement has been and the other Transaction Documents to which CapGen is a party will have been at the Closing duly and validly executed and delivered by such Purchaser CapGen and, assuming due authorization, execution and delivery by the Company and the other parties heretothereto, is are, or in the case of documents executed after June 30, 2010, will be, upon execution, the valid and binding obligation obligations of such Purchaser CapGen enforceable against such Purchaser CapGen in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. Neither the execution, delivery and performance by such Purchaser CapGen of this Agreement the Transaction Documents nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by such Purchaser CapGen with any of the provisions hereofhereof or thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the properties or assets of such Purchaser CapGen under any of the terms, conditions or provisions of (i) such PurchaserCapGen’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Purchaser CapGen is a party or by which such Purchaser CapGen may be bound, or to which such Purchaser CapGen or any of the properties or assets of such Purchaser CapGen may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreementthe Transaction Documents), violate any Law applicable to such Purchaser CapGen or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such PurchaserCapGen’s ability to perform its obligations under this Agreement the Transaction Documents or consummate the transactions contemplated hereby or thereby on a timely basis.

Authorization; Compliance with Other Instruments. A. Such (i) The Standby Purchaser has the necessary requisite power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement to which such by the Standby Purchaser is a party and the consummation of the transactions contemplated hereby have has been duly authorized by such Purchaser’s respective board all necessary action on the part of directors, general partner, managing members, investment committee, investment adviser or other authorized person, as the case may be, Standby Purchaser and no further approval or authorization by any is required on the part of the Standby Purchaser and its stockholders, partners or other equity owners, as the case may be, is requiredequityholders. This Agreement has been duly and validly executed and delivered by such the Standby Purchaser and, assuming due authorization, execution and delivery by the Company and the other parties heretoCompany, is will be, upon execution, the valid and binding obligation obligations of such the Standby Purchaser enforceable against such the Standby Purchaser in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). B. (ii) Neither the execution, delivery and performance by such the Standby Purchaser of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by such the Standby Purchaser with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens liens upon any of the properties or assets of such the Standby Purchaser under any of the terms, conditions or provisions of (i) such the Standby Purchaser’s articles of incorporation or by-laws, its certificate of limited partnership or partnership agreement or its similar governing documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such the Standby Purchaser is a party or by which such the Standby Purchaser may be bound, or to which such the Standby Purchaser or any of the properties or assets of such the Standby Purchaser may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph (and assuming the correctness of the representations and warranties of the Company and the other parties to this Agreement)Company, violate any Law applicable to such the Standby Purchaser or any of its properties or assets except in the case of clauses (A)(ii) and (B) for such violations, conflicts and breaches as would not reasonably be expected to materially adversely affect such the Standby Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.