Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. The Participant represents and warrants as of the Date of Grant that: a) The Participant has full power and authority to execute and deliver this Agreement and to perform the Participant’s obligations hereunder; b) All necessary action, corporate or otherwise, has been taken by the Participant to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; c) This Agreement has been duly and validly executed and delivered by the Participant. Assuming this Agreement is the valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of the Participant, enforceable against the Participant in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally and general equitable principles; d) No consents, waivers, approvals, licenses, permits, orders, actions or non-actions of, or filings, notifications, declarations or registrations with, any governmental entity are necessary for the execution, delivery or performance by the Participant of this Agreement; e) The execution, delivery and performance by the Participant of this Agreement does not and will not (i) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon the Participant, (ii) require any consent or other action by any Person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Participant or to a loss of any benefit to which the Participant is entitled under any provision of any agreement or other instrument binding upon the Participant or any of its assets or properties or (iii) result in the creation or imposition of any lien on any property or asset of the Participant; f) The Participant’s financial situation is such that the Participant is able to bear the economic risk of the E Shares contemplated to be acquired hereby for an indefinite period of time, has adequate means of providing for his or her current financial needs and personal contingencies, has no need for liquidity therein and can afford to suffer a complete loss of the Participant’s interest in the E Shares; g) The Participant’s knowledge and experience in financial and business matters are such that the Participant is capable of evaluating the merits and risks of holding the E Shares; h) The Participant understands that the E Shares are a speculative instrument which involve a high degree of risk of loss of the Participant’s interest therein, there are substantial restrictions on the transferability of the E Shares and, on the Date of Grant and for an indefinite period following the Date of Grant, there will be no public market for the E Shares and, accordingly, it may not be possible for the Participant to liquidate the Participant’s E Shares in case of emergency, if at all; i) Under certain circumstances, the Company, and Apollo and its Affiliates and designees, may have the right to repurchase the E Shares at a price which may be less than the fair market value thereof and, in certain cases, E Shares may be forfeited without consideration or fail to vest; j) The Participant is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as indicated on the Participant’s signature page hereto; k) The Participant understands and has taken cognizance of all the risk factors related to the issuance of the E Shares in the Company’s private placement memorandum and otherwise and, other than as set forth in this Agreement, no representations or warranties have been made to the Participant or the Participant’s representatives concerning the E Shares or the Company or their prospects or other matters; l) The Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company, the Company’s organizational documents and the terms and conditions of the grant of the E Shares to obtain any additional information which the Participant deems necessary; m) The Participant (i) has independently, and without reliance upon the Company or any of its Affiliates or any representative or agent of the foregoing, and based on such documents and information as the Participant has deemed appropriate, performed its, his or her own due diligence and business investigations with respect to the Company and made its, his or her own investment decision with respect to the investment represented by the issued E Shares, (ii) is fully familiar with the nature of the businesses of the Company and (iii) has consulted, to the extent deemed appropriate by the Participant, with the Participant’s own advisers as to the financial, tax, legal and related matters concerning the acquisition of an interest in the E Shares and on that basis understands the financial, tax, legal and related consequences of receipt of the E Shares, and believes that a receipt of the E Shares is suitable and appropriate for the Participant; n) All information which the Participant has provided to the Company and the Company’s representatives concerning the Participant and the Participant’s financial position is complete and correct as of the date of this Agreement; and o) The Participant has reviewed the mandatory repurchase provisions of the LLC Agreement, the Plan and this Agreement and acknowledges that (i) such Participant’s acceptance of such provisions is a precondition to receipt of the E Shares and (ii) such provisions are reasonable.

Additional Investment Representations. The Participant represents and warrants as of the Date of Grant Intervenor represent and warrant that: (a) The Interests to be issued to Participant has full power and authority pursuant to execute and deliver this Agreement and to perform the will be received for Participant’s obligations hereunderown account and not with a view to, or an intention of, distribution thereof in violation of the Securities Act or any applicable state securities law and the Interests will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (b) All necessary action, corporate or otherwise, has been taken by the Participant to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; c) This Agreement has been duly and validly executed and delivered by the Participant. Assuming this Agreement is the valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of the Participant, enforceable against the Participant in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally and general equitable principles; d) No consents, waivers, approvals, licenses, permits, orders, actions or non-actions of, or filings, notifications, declarations or registrations with, any governmental entity are necessary for the execution, delivery or performance by the Participant of this Agreement; e) The execution, delivery and performance by the Participant of this Agreement does not and will not (i) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon the Participant, (ii) require any consent or other action by any Person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Participant or to a loss of any benefit to which the Participant is entitled under any provision of any agreement or other instrument binding upon the Participant or any of its assets or properties or (iii) result in the creation or imposition of any lien on any property or asset of the Participant; f) The Participant’s financial situation is such that the Participant is able to bear the economic risk of the E Shares contemplated to be acquired hereby for an indefinite period of time, has adequate means of providing for his or her current financial needs and personal contingencies, has no need for liquidity therein and can afford to suffer a complete loss of the Participant’s interest in the E Shares; g) The Participant’s knowledge and experience in financial and business matters are such that the Participant is capable of evaluating the merits and risks of holding the E Shares; h) The Participant understands that the E Shares are a speculative instrument which involve a high degree of risk of loss of the Participant’s interest therein, there are substantial restrictions on the transferability of the E Shares Interests and, on the Grant Date of Grant and for an indefinite period following the Date of GrantGrant Date, there will be no public market for the E Shares Interests and, accordingly, it may not be possible for the Participant to liquidate the Participant’s E Shares Interests in case of emergency, if at all; i(c) Under certain circumstancesThe terms of the Plan provide that if Intervenor terminates his employment or service with the Company without Good Reason (as defined in the Plan), or if the CompanyIntervenor’s employment or service with the Company is terminated by Company for Cause (as defined in the Plan), that the percentage of the Interests and Apollo the Percentage Participation in the Pool held by Participant for the benefit of Intervenor shall be automatically canceled and its Affiliates and designees, may have the right to repurchase the E Shares at a price which may be less than the fair market value thereof and, in certain cases, E Shares may be forfeited without consideration or fail to vestforfeited; j(d) The Participant and Intervenor are sophisticated in financial matters and is an “accredited investor” as such term is defined in Rule 501(a) able to evaluate the risks and benefits of Regulation D promulgated under accepting the Securities Act, as indicated on the Participant’s signature page hereto; k) The Participant grant of Interests and understands and has taken cognizance of all the risk factors related to the issuance of the E Shares in the Company’s private placement memorandum and otherwise and, other Interests; (e) Other than as set forth in this Agreement, no representations or warranties have been made to the Participant or the Intervenor or Participant’s or Intervenor’s representatives concerning the E Shares Interests or the Company or any of its Subsidiaries or their prospects or other matters; l(f) The Participant has and Intervenor have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the CompanyCompany and its Subsidiaries, the Company’s organizational documents and the terms and conditions of the grant acquisition of the E Shares Interests and the Plan and to obtain any additional information which the Participant deems or Intervenor deem necessary; m) The Participant (i) has independently, and without reliance upon the Company or any of its Affiliates or any representative or agent of the foregoing, and based on such documents and information as the Participant has deemed appropriate, performed its, his or her own due diligence and business investigations with respect to the Company and made its, his or her own investment decision with respect to the investment represented by the issued E Shares, (ii) is fully familiar with the nature of the businesses of the Company and (iii) has consulted, to the extent deemed appropriate by the Participant, with the Participant’s own advisers as to the financial, tax, legal and related matters concerning the acquisition of an interest in the E Shares and on that basis understands the financial, tax, legal and related consequences of receipt of the E Shares, and believes that a receipt of the E Shares is suitable and appropriate for the Participant; n) All information which the Participant has provided to the Company and the Company’s representatives concerning the Participant and the Participant’s financial position is complete and correct as of the date of this Agreement; and o(g) The Participant has reviewed the mandatory repurchase provisions of the LLC and Intervenor have been given ample opportunity to consult with independent tax, legal, accounting and other advisors and counsels regarding Participant’s and Intervenor’s respective rights and obligations under this Agreement, the Plan and this the Operating Agreement and acknowledges that (i) intend for such Participant’s acceptance terms to be binding upon and enforceable against Participant and Intervenor, all of such provisions is a precondition which are hereby voluntarily and willingly agreed to receipt of the E Shares by Participant and (ii) such provisions are reasonableIntervenor.