Common use of Additional Representations, Warranties and Covenants Clause in Contracts

Additional Representations, Warranties and Covenants. Seller (i) consents to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the issuance of the Shares; (vi) is not relying on any representations and warranties concerning Buyer made by Buyer or any officer, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either (A) the transfer of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is available; (viii) understands and acknowledges that Buyer is under no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer that has been supplied to Seller and that any representation to the contrary is a criminal offense; and (xi) acknowledges that the representations, warranties and agreements made by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Shares.

Additional Representations, Warranties and Covenants. Seller The Member (i) consents to the placement of a legend on any certificate or other document evidencing the Member’s ARMEAU Shares substantially in the form set forth in Section 3.103.8(a); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Sellerthe Member’s acquisition of the ARMEAU Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the ARMEAU Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer ARMEAU that Seller such the Member has requested and all such public information is sufficient for Seller the Member to evaluate the risks of acquiring the ARMEAU Shares; (vvii) has been afforded the opportunity to ask questions of and receive answers concerning Buyer ARMEAU and the terms and conditions of the issuance of the ARMEAU Shares; (viviii) is not relying on any representations and warranties concerning Buyer ARMEAU made by Buyer ARMEAU or any officer, employee or agent of BuyerARMEAU, other than those contained in this AgreementAgreement or the SEC Reports; (viiix) will not sell or otherwise transfer the ARMEAU Shares, unless either (A) the transfer of the ARMEAU Shares is registered under the Securities Act; or (B) an exemption from registration of the ARMEAU Shares is available; (viiix) understands and acknowledges that Buyer ARMEAU is under no obligation to register the ARMEAU Shares for sale under the Securities Act; (ixxi) represents and warrants that the address furnished to Buyer ARMEAU is the principal residence of Sellerthe Member; (xxii) understands and acknowledges that the ARMEAU Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer ARMEAU that has been supplied to Seller the Member and that any representation to the contrary is a criminal offense; and (xixiii) acknowledges that the representations, warranties and agreements made by Seller the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the ARMEAU Shares.

Additional Representations, Warranties and Covenants. Seller With respect to each of its Accounts, Borrower represents, warrants and covenants unto Agent and Lenders that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of provisions contained in the issuance of the Sharesinvoices and other documents delivered to Agent with respect thereto; (viC) is not relying the amounts thereof, which may be shown on any representations invoices and warranties concerning Buyer made by Buyer or statements delivered to Agent with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of Buyer, other than those contained in this Agreementreason; (viiD) no payments have been or shall be made thereon except payments delivered to Borrower in the ordinary course of business; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its respective businesses for prompt payment; (F) there are no facts, events or otherwise transfer occurrences known to Borrower which in any way impair the Sharesvalidity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, unless either all Account Debtors have the capacity to contract and are solvent; (AH) the transfer services furnished or Goods sold giving rise thereto are not subject to any Lien, except the security interest and Liens of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is availableAgent and Lenders; (viiiI) understands and acknowledges that Buyer is under Borrower has no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy knowledge of any information concerning Buyer that has been supplied to Seller and that any representation to fact or circumstance which would impair the contrary is a criminal offensevalidity or collectibility thereof; and (xiJ) acknowledges that Borrower has no knowledge of any proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the representationsSecurities Exchange Act of 1934, warranties and agreements made by Seller herein shall survive the execution and delivery as amended. A complete copy of this Agreement document has been filed separately with the Securities and the acquisition of the SharesExchange Commission.

Additional Representations, Warranties and Covenants. Seller (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the issuance of the Shares; (vi) is not relying on any representations and warranties concerning Buyer made by Buyer or any officer, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the Shares is Inventory and Borrowers’ stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender’s officers, employees or agents for inspection and copying thereof; (viiiC) understands all Inventory is now and acknowledges that Buyer is under no obligation to register the Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (ixD) represents any of Lender’s officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to Buyer is inspect and examine the principal residence of Seller; (x) understands Inventory and acknowledges that to check and test the Shares have not been recommended by any federal or state securities commission or regulatory authoritysame as to quality, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer that has been supplied to Seller quantity, value and that any representation to the contrary is a criminal offensecondition; and (xiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made by Seller herein shall survive the execution and delivery similar provisions of this Agreement Section 6 and does satisfy the acquisition positive covenants, and similar provisions of this Section 6; (5) is subject to Lender’s first position priority preferred security interest and lien; and (7) except as otherwise permitted in Section 6.1 above, is located at one of the Shareslocations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender’s first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Collateral and payable by Borrowers to Lender on demand.”

Additional Representations, Warranties and Covenants. Seller With respect to each of the Eligible Accounts, each Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of provisions contained in the issuance of the Sharesinvoices and other documents delivered to Lender with respect thereto; (viC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning Buyer made by Buyer or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrowers and are not contingent for any officer, employee or agent of Buyer, other than those contained in this Agreementreason; (viiD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrowers have not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrowers in the ordinary course of their respective businesses for prompt payment; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the Shares, unless either validity or enforcement thereof or tend to reduce the amount payable thereunder; (AG) all Account Debtors have the capacity to contract and are solvent; (H) the transfer services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is availableLender; (viiiI) understands and acknowledges that Buyer is under Borrowers have no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy knowledge of any information concerning Buyer that has been supplied to Seller and that any representation to fact or circumstance which would impair the contrary is a criminal offensevalidity or collectibility thereof; and (xiJ) acknowledges that the representations, warranties and agreements made by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. Seller (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the issuance of the Shares; (vi) is not relying on any representations and warranties concerning Buyer made by Buyer or any officer, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the Shares is Inventory and Borrowers' stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender' s officers, employees or agents for inspection and copying thereof; (viiiC) understands all Inventory is now and acknowledges that Buyer is under no obligation to register the Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (ixD) represents any of Lender's officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to Buyer is inspect and examine the principal residence of Seller; (x) understands Inventory and acknowledges that to check and test the Shares have not been recommended by any federal or state securities commission or regulatory authoritysame as to quality, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer that has been supplied to Seller quantity, value and that any representation to the contrary is a criminal offensecondition; and (xiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made by Seller herein shall survive the execution and delivery similar provisions of this Agreement Section 6 and does satisfy the acquisition positive covenants, and similar provisions of this Section 6; (5) is subject to Lender's first position priority preferred security interest and lien; and (7) is located at one of the Shareslocations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender's first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Collateral and payable by Borrowers to Lender on demand.

Additional Representations, Warranties and Covenants. Seller The Member (i) consents to the placement of a legend on any certificate or other document evidencing the SBES Shares substantially in the form set forth in Section 3.10SECTION 3.8(A); (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s its acquisition of the SBES Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the SBES Shares; (iv) has had access to the SEC Reports; (vi) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer SBES that Seller such the Member has requested and all such public information is sufficient for Seller the Member to evaluate the risks of acquiring the SBES Shares; (vvii) has been afforded the opportunity to ask questions of and receive answers concerning Buyer SBES and the terms and conditions of the issuance of the SBES Shares; (viviii) is not relying on any representations and warranties concerning Buyer SBES made by Buyer SBES or any officer, employee or agent of BuyerSBES, other than those contained in this AgreementAgreement or the SEC Reports; (viiix) will not sell or otherwise transfer the SBES Shares, unless either (A) the transfer of the SBES Shares is registered under the Securities Act; or (B) an exemption from registration of the SBES Shares is available; (viiix) understands and acknowledges that Buyer SBES is under no obligation to register the SBES Shares for sale under the Securities Act; (ixxi) represents and warrants that the address furnished to Buyer SBES is the principal residence of Sellerthe Member; (xxii) understands and acknowledges that the SBES Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer SBES that has been supplied to Seller the Member and that any representation to the contrary is a criminal offense; and (xixiii) acknowledges that the representations, warranties and agreements made by Seller the Member herein shall survive the execution and delivery of this Agreement and the acquisition of the SBES Shares.

Additional Representations, Warranties and Covenants. Seller With respect to each of the Eligible Accounts, Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of provisions contained in the issuance of the Sharesinvoices and other documents delivered to Lender with respect thereto; (viC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning Buyer made by Buyer or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of Buyer, other than those contained in this Agreementreason; (viiD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular rebates and discounts for prompt payment allowed by Borrower in the ordinary course of its business; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the Sharesvalidity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower’s knowledge, unless either all Account Debtors have the capacity to contract and are solvent; (AH) the transfer services furnished or Goods sold giving rise thereto are not subject to any Lien or claim, except the first position priority security interest and Lien of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is availableLender; (viiiI) understands and acknowledges that Buyer is under Borrower has no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy knowledge of any information concerning Buyer that has been supplied to Seller and that any representation to fact or circumstance which would impair the contrary is a criminal offensevalidity or collectibility thereof; and (xiJ) acknowledges that the representations, warranties and agreements made by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. Seller The Company and FGX Holdings represent and warrant that (a) this Agreement has been duly authorized, executed and delivered by the Company and FGX Holdings and constitutes a valid and binding obligation of the Company and FGX Holdings, and (b) the Options have been lawfully granted and entitle the Executive upon exercise thereof in accordance with their terms to purchase Ordinary Shares representing as of the date hereof five percent (5%) of the issued and outstanding Ordinary Shares on a fully diluted basis (which for purposes of this representation includes (i) consents to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10; all issued and outstanding Ordinary Shares, (ii) has sufficient knowledge all Ordinary Shares issuable upon exercise of all outstanding options to purchase Ordinary Shares, and experience in finance, securities, investments and other business matters to be able to protect his interests in connection with the transactions contemplated by this Agreement; (iii) has consultedall options authorized for issuance under the Stock Option Plan which have not yet been issued (which together with the outstanding options referenced in clause (ii) of this sentence represent as of the date hereof ten percent (10%) of the issued and outstanding Ordinary Shares on a fully diluted basis). In the event that at any time during the Employment Period which precedes the consummation of an IPO FGX Holdings shall propose to issue any Ordinary Shares to Berggruen Holdings and/or one or more affiliates of Berggruen Holdings in return for an additional cash investment in FGX Holdings, FGX Holdings shall provide Executive with ten days prior written notice of such proposed issuance (which notice shall set forth the number of Ordinary Shares proposed to be issued and the cash consideration proposed to be paid therefore) and the Executive shall have the right by delivery of written notice to FGX Holdings and Berggruen Holdings during such ten day period to purchase up to five percent (5%) of the number of Ordinary Shares proposed to be issued thereby at the same purchase price as is proposed to be paid by Berggruen Holdings; provided, however, that the Executive shall as a condition to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition issuance of such Ordinary Shares enter into the Shareholders Agreement required to be entered into by him as a condition to the exercise of any Options under the terms of the Shares Stock Option Plan and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested Stock Option Agreements and all such public information is sufficient for Seller Ordinary Shares shall be subject to evaluate the risks all of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions set forth in such Shareholders Agreement. The parties agree that the Options granted to Executive and the anti-dilution provision hereof are a material inducement to Executive’s acceptance of employment with the Company. Any breach by the Company or FGX Holdings of any of its covenants with respect to the Options or with respect to the anti-dilution provisions hereof shall be deemed a breach of the issuance representation and warranties of the Shares; (vi) is not relying on any representations Company hereunder entitling Executive to terminate this Agreement for Good Reason and warranties concerning Buyer made by Buyer or any officer, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either (A) the transfer of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is available; (viii) understands and acknowledges that Buyer is under no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer that has been supplied to Seller and that any representation entitling Executive to the contrary is a criminal offense; and (xi) acknowledges that the representations, warranties and agreements made payments on termination as contemplated by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Shares.Section 7 hereof. 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Additional Representations, Warranties and Covenants. Seller (i) consents Borrowers represent and warrant to the placement of a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10; (ii) has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect his interests in connection covenant with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of the issuance of the Shares; (vi) is not relying on any representations and warranties concerning Buyer made by Buyer or any officer, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either Lender that: (A) the transfer of Inventory shall be kept only at the Shares is registered under the Securities Actlocations specified on Schedule 4.4; or (B) an exemption from registration Borrowers now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the age, kind, type and quantity of the Shares is Inventory and Borrowers’ stated actual cost therefor, together with withdrawals therefrom and additions thereto for each month, all of which records shall be available, upon demand, to any of Lender’ s officers, employees or agents for inspection and copying thereof; (viiiC) understands all Inventory is now and acknowledges that Buyer is under no obligation to register the Shares for sale under the Securities Acthereafter at all times shall be of good and merchantable quality, free from defects; (ixD) represents any of Lender’s officers, employees or agents shall, now and warrants that at any time or times hereafter, have the address furnished right, upon demand, to Buyer is inspect and examine the principal residence of Seller; (x) understands Inventory and acknowledges that to check and test the Shares have not been recommended by any federal or state securities commission or regulatory authoritysame as to quality, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning Buyer that has been supplied to Seller quantity, value and that any representation to the contrary is a criminal offensecondition; and (xiE) acknowledges that all Eligible Inventory set forth on the representationsBorrowing Base Certificate (1) consists of (i) raw materials, warranties (ii) work-in-process, (iii) finished goods, or (iv) packaging materials; (2) is not more than three hundred sixty-five (365) days old; (3) is not consigned to any Person; (4) does not violate the negative covenants and agreements made by Seller herein shall survive the execution and delivery similar provisions of this Agreement Section 6 and does satisfy the acquisition positive covenants, and similar provisions of this Section 6; (5) is subject to Lender’s first position priority preferred security interest and lien; and (7) is located at one of the Shareslocations specified on Schedule 4.4, and, if located at a warehouse, other storage facility or leased facility, Lender has (i) received an original executed Warehouse Agreement or Landlord Agreement in form and substance acceptable to Lender, (ii) filed its Uniform Commercial Code financing statements in accordance with applicable law with regard to the respective location of each such warehouse, other storage facility or leased facility, and (iii) as evidenced by then currently dated Uniform Commercial Code judgment and lien searches satisfactory to Lender, there are no security interests or liens in and to the Collateral located at such warehouse, other storage facility or leased facility, other than Lender’s first position priority security interest and lien. All costs, fees and expenses incurred by Lender in connection with this Section 6, or which Lender becomes obligated to pay, shall be part of the Liabilities, secured by the Collateral and payable by Borrowers to Lender on demand.”

Additional Representations, Warranties and Covenants. Seller With respect to each of the Accounts, each Borrower represents, warrants and covenants unto the Bank that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions provisions contained in the invoices and other documents delivered to the Bank with respect thereto; (C) the amounts thereof, which may be shown on any Schedule of Accounts or invoices and statements delivered to the Bank with respect thereto, are and shall be actually and absolutely owing to Borrowers and are not contingent for any reason; (D) no payments have been or shall be made thereon except payments immediately delivered to the Bank pursuant to this Loan Agreement and the Other Agreements; (E) except as disclosed to the Bank in writing, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrowers have not made and will not make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrowers in the ordinary course of their respective businesses for prompt payment; (F) except as disclosed to the Bank, there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder; (G) to Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (H) the services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the issuance of the SharesBank; (viI) is not relying on any representations and warranties concerning Buyer made by Buyer or any officerexcept as disclosed to the Bank, employee or agent of Buyer, other than those contained in this Agreement; (vii) will not sell or otherwise transfer the Shares, unless either (A) the transfer of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is available; (viii) understands and acknowledges that Buyer is under Borrowers have no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy knowledge of any information concerning Buyer that has been supplied to Seller and that any representation to fact or circumstance which would impair the contrary is a criminal offensevalidity or collectibility thereof; and (xiJ) acknowledges that to Borrower's knowledge, except as disclosed to the representationsBank, warranties and agreements made by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.

Additional Representations, Warranties and Covenants. Seller With respect to each of the Eligible Accounts, Borrower represents, warrants and covenants unto Lender that: (iA) consents they are and shall be genuine, in all respects what they purport to the placement of be and are not evidenced by a legend on any certificate or other document evidencing the Shares substantially in the form set forth in Section 3.10judgment; (iiB) has sufficient knowledge and experience they represent undisputed, bona fide transactions completed in finance, securities, investments and other business matters to be able to protect his interests in connection accordance with the transactions contemplated by this Agreement; (iii) has consulted, to the extent that he has deemed necessary, with his tax, legal, accounting and financial advisors concerning Seller’s acquisition of the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (iv) has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding Buyer that Seller has requested and all such public information is sufficient for Seller to evaluate the risks of acquiring the Shares; (v) has been afforded the opportunity to ask questions of and receive answers concerning Buyer and the terms and conditions of provisions contained in the issuance of the Sharesinvoices and other documents delivered to Lender with respect thereto; (viC) is not relying the amounts thereof, which may be shown on any representations Borrowing Base Certificate or invoices and warranties concerning Buyer made by Buyer or statements delivered to Lender with respect thereto, are and shall be actually and absolutely owing to Borrower and are not contingent for any officer, employee or agent of Buyer, other than those contained in this Agreementreason; (viiD) no payments have been or shall be made thereon except payments immediately delivered to Lender pursuant to this Loan Agreement and the Other Agreements; (E) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made and will not sell make any agreement with any Account Debtor for any deduction therefrom, except regular discounts allowed by Borrower in the ordinary course of its business for prompt payment; (F) there are no facts, events or otherwise transfer occurrences which in any way impair the Shares, unless either validity or enforcement thereof or tend to reduce the amount payable thereunder; (AG) all Account Debtors have the capacity to contract and are solvent; (H) the transfer services furnished or Goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest, except the first position priority security interest and lien of the Shares is registered under the Securities Act; or (B) an exemption from registration of the Shares is availableLender; (viiiI) understands and acknowledges that Buyer is under Borrower has no obligation to register the Shares for sale under the Securities Act; (ix) represents and warrants that the address furnished to Buyer is the principal residence of Seller; (x) understands and acknowledges that the Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy knowledge of any information concerning Buyer that has been supplied to Seller and that any representation to fact or circumstance which would impair the contrary is a criminal offensevalidity or collectibility thereof; and (xiJ) acknowledges that the representations, warranties and agreements made by Seller herein shall survive the execution and delivery of this Agreement and the acquisition of the Sharesthere are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial condition.