Common use of Capacity and State Law Compliance Clause in Contracts

Capacity and State Law Compliance. (i) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser. (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing. (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Founder Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Founder Warrants may require the registration of such Common Stock under federal and/or state securities laws or the availability of an exemption from such registration requirements.

Capacity and State Law Compliance. (i) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware the state of its organization and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser. (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing. (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Founder Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Founder Warrants may require the registration of such Common Stock under federal and/or state securities laws or the availability of an exemption from such registration requirements.