Common use of Due Execution and Delivery Clause in Contracts

Due Execution and Delivery. The Officer represents and warrants that (i) the Officer has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer to authorize the Officer to execute, deliver and perform the Officer’s obligations under this Agreement, the Securityholders’ Agreement and the LLC Agreement have been taken and this Agreement constitutes and, upon execution of a joinder thereto, the Securityholders’ Agreement and the LLC Agreement will constitute the Officer’s legal, valid and binding obligations, enforceable against the Officer in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement and the joinder to the Securityholders’ Agreement and the LLC Agreement, and the consummation by the Officer of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer or by which the Officer or any material portion of the Officer’s properties is bound and (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer in connection with the execution and delivery of this Agreement and the joinder to the Securityholders’ Agreement and the LLC Agreement or the performance of such Officer’s obligations hereunder or thereunder.

Due Execution and Delivery. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer Purchaser to execute, deliver and perform the OfficerPurchaser’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the OfficerPurchaser’s legal, valid and binding obligations, enforceable against the Officer Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Purchaser or by which the Officer Purchaser or any material portion of the OfficerPurchaser’s properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerPurchaser’s obligations hereunder or thereunderthereunder and (v) such Purchaser is a resident of the state set forth below such Purchaser’s name on the signature page hereof.

Due Execution and Delivery. The Officer Employee represents and warrants that (i) the Officer Employee has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Employee to authorize the Officer Employee to execute, deliver and perform the OfficerEmployee’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the OfficerEmployee’s legal, valid and binding obligations, enforceable against the Officer Employee in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Employee of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Employee or by which the Officer Employee or any material portion of the OfficerEmployee’s properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Employee in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerEmployee’s obligations hereunder or thereunderthereunder and (v) such Employee is a resident of the state set forth below such Employee’s name on the signature page hereof.

Due Execution and Delivery. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer Purchaser to execute, deliver and perform the Officer’s Purchaser's obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the Officer’s Purchaser's legal, valid and binding obligations, enforceable against the Officer Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Purchaser or by which the Officer Purchaser or any material portion of the Officer’s Purchaser's properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such Officer’s Purchaser's obligations hereunder or thereunderthereunder and (v) such Purchaser is a resident of the state set forth below such Purchaser's name on the signature page hereof.

Due Execution and Delivery. The Officer Each Purchaser represents and warrants that (i) the Officer such Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer such Purchaser to execute, deliver and perform the Officersuch Purchaser’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the Officersuch Purchaser’s legal, valid and binding obligations, enforceable against the Officer such Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Registration Rights Agreement and the LLC Agreement, and the consummation by the Officer such Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer such Purchaser or by which the Officer Purchaser or any material portion of the Officersuch Purchaser’s properties is bound bound, and (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and or the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerPurchaser’s obligations hereunder or thereunder.

Due Execution and Delivery. The Officer represents This Agreement and warrants all other agreements and instruments executed or to be executed by Seller in connection with or pursuant to this Agreement have been duly executed and delivered by Seller Parties. 5.5. Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Officer has duly executed Business, or financial condition of the Business or any of the Assets, (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions, (iii) would prevent such Seller from complying with the terms, conditions and delivered provisions of this Agreement, (iiiv) all actions required would adversely affect the ability of Buyer to be taken operate the Business and Assets after the Closing on substantially the same basis as theretofore operated by Seller or on behalf (v) would require the consent of any third party other than the Officer to authorize the Officer to execute, deliver and perform the Officer’s obligations under this Agreement, the Securityholders’ Agreement Bank and the LLC Agreement have been taken USDA to the transactions contemplated hereby. The execution, delivery and this Agreement constitutes and, upon execution of a joinder thereto, the Securityholders’ Agreement and the LLC Agreement will constitute the Officer’s legal, valid and binding obligations, enforceable against the Officer in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery performance of this Agreement and the joinder ancillary agreements to the Securityholders’ Agreement and the LLC Agreement, which Seller is a party and the consummation by the Officer of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not (w) result in a violation of any law or order to which Seller or any of the Assets is subject, (x) conflict with, with or result in a breach violation of any terms provision of the certificate of incorporation, bylaws or other charter or organizational documents of Seller, (y) conflict with, result in a breach of, or constitute a default under, result in the acceleration of, create in any agreement party the right to accelerate, terminate, modify, or instrument cancel, or require any notice or consent under, any Assigned Contract or any statute, law, rule or regulationpublished Seller privacy policy, or any judgment, decree, writ, injunction, order or award (z) result in the imposition of any arbitrator, court or governmental authority which is applicable to the Officer or by which the Officer or lien upon any material portion of the Officer’s properties is bound and (iv) no Assets. No consent, waiver, approval, authorization, order, filingpermit or license from, registration or qualification of registration, declaration or filing with, or notice to, any governmental authority is required by, or with any courtrespect to, governmental authority or third person is required to be obtained by such Officer Seller in connection with the execution and delivery of this Agreement or any ancillary agreement or the consummation of the transactions contemplated hereby. No person has any power of attorney to act on behalf of Seller in connection with its properties or business affairs. 5.6. Title and the joinder Condition of Assets. Seller has good and insurable fee simple title to the Securityholders’ Agreement Assets, and there are no encumbrances, liens, security interests or other charges, security interests, claims, rights or interests related to, secured by or outstanding against the LLC Agreement Assets, except those items which will be paid and satisfied or otherwise provided for at Closing. The Assets shall be transferred to Buyer so that they vest in Buyer free and clear of all liens and encumbrances and adverse claims of every character. The Assets are all of the performance assets required for the operation of Seller’s Business, as it is presently conducted by Seller. No Assets have been disposed of other than by sales or use in the ordinary course of business, and they have not been materially damaged or rendered inoperable for their intended purposes. The tangible assets are in good operating condition and repair, free from any defects (except such Officer’s obligations hereunder minor defects as do not interfere with the use thereof in the conduct of the normal operations of the Business), have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the Business as conducted by Seller during the twelve (12) months preceding the Effective Date. The Accounts Receivable included in the Assets are bona fide in all respects, are owed by creditworthy customers in the ordinary course of business, are collectible, and are not subject to any offsets or thereunderdefenses to payment. The Inventory is merchantable and fit for the purpose for which it was procured or manufactured. No portion of the Inventory is slow-moving, damaged, defective unusable, unsaleable or obsolete.