Common use of Executive Representations and Warranties Clause in Contracts

Executive Representations and Warranties. In connection with the exchange of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iv) Executive is an officer or employee of Yankee Candle, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (v) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available.

Executive Representations and Warranties. In connection with the exchange grant of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iiiii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders LLC Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iviii) Executive is an officer or executive or director-level employee of Yankee Candlethe Company and of CDW, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (viv) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Executive Units and has had full access to such other information concerning the Company as he or she has requested. Executive has reviewed, or has had an opportunity to review, the LLC Agreement in connection with the receipt of the Executive Units hereunder.

Executive Representations and Warranties. In connection with the exchange of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iv) Executive is an officer or employee a director of Yankee Candle, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (v) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available.

Executive Representations and Warranties. In connection with the exchange acquisition of the Existing Units for the Executive Units Restricted Stock hereunder, the Executive hereby represents and warrants to the Company Corporation as of the date of this Agreement that: (i) the Executive has good the full authority to execute and unencumbered title deliver this Agreement and to consummate the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusaltransactions contemplated hereby, and options the execution, delivery and performance by him of any kind whatsoever, except for any right or interest in this Agreement and the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a partyconsummation of the transactions contemplated hereby have been duly authorized by all necessary action; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s own account has been duly and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, validly executed and delivered by the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iii) This and this Agreement constitutes the legal, valid a legal and binding obligation of the Executive, enforceable against the Executive in accordance with its terms, terms and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders Agreement by the Executive do does not and shall will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii) the Executive understands that the Restricted Stock has been issued pursuant to the Plan and is bound by the terms and conditions contained in this Agreement as well as the Plan and the Executive will not transfer the Restricted Stock acquired by him hereunder, except in compliance with this Agreement and the Plan; (iv) the Executive is acquiring the Restricted Stock for his own account, for investment only and not with a view to, or an officer or employee of Yankee Candleintention of, is sophisticated the distribution thereof in financial matters and is able to evaluate the risks and benefits violation of the investment Securities Act of 1933, as amended or any successor federal law in effect from time to time (the Executive Units; and"SECURITIES ACT"); (v) the Executive has no need for liquidity in his investment in the Restricted Stock and is able to bear the economic risk of his investment in the Executive Units Restricted Stock for an indefinite period of time because and understands that the Executive Units have Restricted Stock has not been registered or qualified under the 1933 Securities Act or any applicable state securities laws, by reason of the issuance of the Restricted Stock in a transaction exempt from registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the 1933 Securities Act or such state securities laws or an exemption from such registration or qualification is available; (vi) the Executive has been represented by counsel and/or advisors in connection with the execution and delivery of this Agreement and has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Restricted Stock and the fair value of the Restricted Stock and has had full access to or been provided with all such other information concerning the Corporation as he has requested; (vii) the Executive has reviewed, or has had an opportunity to review, a copy of the Plan (including all schedules and exhibits referenced therein); (viii) the Executive is an officer of the Corporation, and has generally such knowledge and experience in financial and business matters and with respect to investments in securities of privately held companies such that the Executive is capable of evaluating the risks and merits of his investment in the Restricted Stock; (ix) the Executive further understands that this Agreement is made with the Executive in reliance upon his representations to the Corporation contained in this SECTION 5.

Executive Representations and Warranties. In connection with the exchange grant of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iiiii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iviii) Executive is an officer or executive or director‑level employee of Yankee Candlethe Company and of CDW, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (viv) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Executive Units and has had full access to such other information concerning the Company as he or she has requested. Executive has reviewed, or has had an opportunity to review, the following documents: (A) the LLC Agreement; (B) the Unitholders Agreement; and (C) the Registration Agreement in connection with the receipt of the Executive Units hereunder.

Executive Representations and Warranties. In connection with the exchange grant of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iiiii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iviii) Executive is an officer or executive or director-level employee of Yankee Candlethe Company and of CDW, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (viv) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Executive Units and has had full access to such other information concerning the Company as he or she has requested. Executive has reviewed, or has had an opportunity to review, the following documents: (A) the LLC Agreement; (B) the Unitholders Agreement; and (C) the Registration Agreement in connection with the receipt of the Executive Units hereunder.

Executive Representations and Warranties. In connection with the exchange grant of the Existing Units for the Executive Units hereunder, Executive hereby represents and warrants to the Company that: (i) Executive has good and unencumbered title to the Existing Units, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal, and options of any kind whatsoever, except for any right or interest in the Existing Units granted pursuant to any agreement to which Intermediate Holdings is a party; (ii) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; (iiiii) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement, the LLC Agreement and the Unitholders LLC Agreement by Executive do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iviii) Executive is an officer or executive or director-level employee of Yankee Candlethe Company and of CDW, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units; and (viv) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the 1933 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities Act or an exemption from such registration is available. (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Executive Units and has had full access to such other information concerning the Company as he or she has requested. Executive has reviewed, or has had an opportunity to review, the LLC Agreement in connection with the receipt of the Executive Units hereunder.