Common use of Executive’s Representations, Warranties and Covenants Clause in Contracts

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company Companies that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company Companies will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company Companies hereby represents represent and warrants warrant to Executive that: (i) the Company has Companies have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the CompanyCompanies; (ii) the execution, delivery and performance of this Agreement by the Company Companies does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is Companies are a party or any judgment, order or decree to which the Company is Companies are subject; (iii) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of the CompanyCompanies, enforceable in accordance with its terms; and (iv) the Company understands Companies understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Company Companies set forth herein and the Company consents Companies consent to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company and its subsidiaries that: (i1) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii2) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii3) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson other than the Company; (iv4) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v5) Executive understands that Parent and the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi6) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company and its subsidiaries hereby represents represent and warrants warrant to Executive that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete noncompetition agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution Effective Date of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, or fee for services agreement, confidentiality agreement or similar agreement with any other personperson except for that certain Employment Agreement between Executive and Capmark, dated as of September 30, 2011, and that certain Consulting Agreement between Executive and the Company, dated as of November 20, 2014 (the “Consulting Agreement”); (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveExecutive voluntarily, knowingly, intelligently and free from any undue pressure or coercion; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for fee- for-services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company and the Subsidiaries that: (i1) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii2) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii3) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreementagreement that would prohibit Executive from entering into this Agreement, fee for services agreement, confidentiality agreement that would prohibit Executive from entering into this Agreement or any other similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v5) Executive understands that Parent and the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and. (vi6) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company and the Subsidiaries hereby represents represent and warrants warrant to Executive that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) a. Executive hereby represents and warrants to the Company that: (i) i. Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) . the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) . Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) . upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) v. Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) . as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) b. The Company hereby represents and warrants to Executive that: (i) i. the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) . the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) . upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) . the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Original Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (i1) The Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Executive; (ii2) the execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii3) The Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv4) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms; (v5) The Executive understands that the Investor and the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to the Executive that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that the Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive Xxxxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive Xxxxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveXxxxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive Xxxxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive Xxxxxxxxx is a party or any judgment, order or decree to which Executive Xxxxxxxxx is subject; (iii3) Executive Xxxxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveXxxxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveXxxxxxxxx, enforceable in accordance with its terms; (v5) Executive Xxxxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive Xxxxxxxxx set forth herein and Executive Xxxxxxxxx consents to such reliance; and. (vi6) as of the date of execution of this Agreement, Executive he is not in breach of any of its terms, including having committed any acts that which would form the basis for a Cause termination as defined in Section 3 (b) of this Agreement if such act had occurred after the Effective Date. (b) The Company (and prior to closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive Xxxxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveXxxxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive Xxxxxxxxx will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company and the Subsidiaries that: (i1) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii2) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii3) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v5) Executive understands that Parent and the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and. (vi6) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company and the Subsidiaries hereby represents represent and warrants warrant to Executive that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveExecutive voluntarily, knowingly, intelligently and free from any undue pressure or coercion; (ii) Except as provided in the Current Employer Agreements, the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Except as provided in the Current Employer Agreements, Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, other than as disclosed in writing to the Company; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive Xxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive Xxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveXxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive Xxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive Xxxxxxx is a party or any judgment, order or decree to which Executive Xxxxxxx is subject; (iii3) Executive Xxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveXxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveXxxxxxx, enforceable in accordance with its terms; (v5) Executive Xxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive Xxxxxxx set forth herein and Executive Xxxxxxx consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company (and prior to closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive Xxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveXxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive Xxxxxxx will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Except as set forth on Schedule I attached hereto, Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which winch the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete noncompetition agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person;person that would prevent Executive from entering into this Agreement or performing his duties hereunder. (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution Commencement Date of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Commencement Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (i1) The Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Executive; (ii2) the The execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii3) The Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv4) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms; (v5) The Executive understands that the Investor and the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to the Executive that: (i1) the The Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the The execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the The Company understands that the Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive Gxxxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive Gxxxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveGxxxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive Gxxxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive Gxxxxxxxx is a party or any judgment, order or decree to which Executive Gxxxxxxxx is subject; (iii3) Executive Gxxxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveGxxxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveGxxxxxxxx, enforceable in accordance with its terms; (v5) Executive Gxxxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive Gxxxxxxxx set forth herein and Executive Gxxxxxxxx consents to such reliance; and. (vi6) as of the date of execution of this Agreement, Executive he is not in breach of any of its terms, including having committed any acts that which would form the basis for a Cause termination as defined in Section 3 (b) of this Agreement if such act had occurred after the Effective Date. (b) The Company (and prior to closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive Gxxxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveGxxxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive Gxxxxxxxx will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveExecutive voluntarily, knowingly, intelligently and free from any undue pressure or coercion; (ii) the The execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, other than as disclosed in writing to the Company; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive Hxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive Hxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveHxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive Hxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive Hxxxxxx is a party or any judgment, order or decree to which Executive Hxxxxxx is subject; (iii3) Executive Hxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveHxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveHxxxxxx, enforceable in accordance with its terms; (v5) Executive Hxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive Hxxxxxx set forth herein and Executive Hxxxxxx consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company (and prior to closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive Hxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveHxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive Hxxxxxx will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive Xxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive Xxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveXxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive Xxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive Xxxxxxx is a party or any judgment, order or decree to which Executive Xxxxxxx is subject; (iii3) Executive Xxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveXxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveXxxxxxx, enforceable in accordance with its terms; (v5) Executive Xxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive Xxxxxxx set forth herein and Executive Xxxxxxx consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company (and prior to the closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive Xxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveXxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive the Company will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) a. Executive hereby represents and warrants to the Company that: (i) i. Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) . the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) . Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personperson or entity; (iv) . upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) v. Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) . as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) . b. The Company hereby represents and warrants to Executive that: (i) i. the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) . the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) . upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) . the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: : (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; ; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; ; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; ; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; ; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that:: 8 (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; ; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; ; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete noncompetition agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, that would prevent or bar Executive from entering into this Agreement or performing his duties hereunder; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution Effective Date of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (i1) The Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Executive; (ii2) the The execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii3) The Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personperson other than the Associate Confidentiality and Intellectual Property Agreement by and between the Executive and The Goodyear Tire & Rubber Company, dated as of August 9, 2000; (iv4) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms; (v5) The Executive understands that Apollo Management VI, LP (the “Investor”) and the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to the Executive that: (i1) the The Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the The execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the The Company understands that the Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company and its subsidiaries that: (i1) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii2) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii3) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personperson other than the Company or any of its affiliates, or one of the Covered Entities; (iv4) upon the execution and delivery of this Agreement by the Company Company, Employer and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v5) Executive understands that the Company and its affiliates will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi6) as of the date of execution of this AgreementEffective Date, Executive is not in breach of any of its termsthe terms of this Agreement, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective DateDate and does not have any claims or causes of action against the Company. (b) The Company Company, the Employer and each of their respective subsidiaries hereby represents represent and warrants warrant to Executive that: (i1) the Company has and the Employer have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the CompanyCompany and the Employer; (ii2) the execution, delivery and performance of this Agreement by the Company and the Employer does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company or the Employer is subject; (iii3) upon the execution and delivery of this Agreement by the Company Company, the Employer and Executive, this Agreement will be a legal, valid and binding obligation of the CompanyCompany and the Employer, enforceable against each of them in accordance with its terms; and; (iv4) the Company understands and the Employer understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Company and the Employer set forth herein and the Company consents and the Employer consent to such reliance; and (5) the Company and the Employer have determined or, in connection with the adjustment provisions of Sections 2(c)(viii) and 2(c)(ix) of this Agreement will determine, the valuations of the equity interests granted or purchased, as applicable, under Sections 2(c)(viii) and 2(c)(ix) hereof on a basis that is consistent with the valuations underlying all other “units” purchased in the Transaction.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company Companies that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personperson other than Executive’s current employment agreement with his present employer; (iv) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company Companies will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company Companies hereby represents represent and warrants warrant to Executive that: (i) the Company has Companies have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the CompanyCompanies; (ii) the execution, delivery and performance of this Agreement by the Company Companies does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is Companies are a party or any judgment, order or decree to which the Company is Companies are subject; (iii) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of the CompanyCompanies, enforceable in accordance with its terms; and (iv) the Company understands Companies understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Company Companies set forth herein and the Company consents Companies consent to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company Companies that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, except as with respect to Executive’s termination of employment with Alcatel-Lucent and/or its subsidiaries; (iv) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company Companies will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company Companies hereby represents represent and warrants warrant to Executive that: (i) the Company has Companies have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the CompanyCompanies; (ii) the execution, delivery and performance of this Agreement by the Company Companies does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is Companies are a party or any judgment, order or decree to which the Company is Companies are subject; (iii) upon the execution and delivery of this Agreement by the Company Companies and Executive, this Agreement will be a legal, valid and binding obligation of the CompanyCompanies, enforceable in accordance with its terms; and (iv) the Company understands Companies understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Company Companies set forth herein and the Company consents Companies consent to such reliance.

Executive’s Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (i1) The Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Executive; (ii2) the execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii3) The Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personperson except for the Executive’s Separation Agreement with Hexion Specialty Chemicals Inc. dated __________; (iv4) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms; (v5) The Executive understands that Apollo Management V, LP (the “Investor”) and the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to the Executive that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that the Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Except as set forth on Schedule I attached hereto, Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) The Executive hereby represents and warrants to the Company that: (i1) The Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Executive; (ii2) the The execution, delivery and performance of this Agreement by the Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; (iii3) The Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, other than (i) the Employment Agreement, dated as of June 1, 2007, between the Executive and Momentive Performance Holdings, Inc. and (ii) the Associate Confidentiality and Intellectual Property Agreement by and between the Executive and The Goodyear Tire & Rubber Company, dated as of August 9, 2000; (iv4) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Executive, enforceable in accordance with its terms;; and (v5) The Executive understands that Apollo Management VI, LP (collectively, with its affiliates, the “Investor”), its affiliates and the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to the Executive that: (i1) the The Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the The execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon Upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the The Company understands that the Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive MxXxxxxxx hereby represents and warrants to the Company and Merger Sub that: (i1) Executive MxXxxxxxx has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by ExecutiveMxXxxxxxx; (ii2) the execution, delivery and performance of this Agreement by Executive MxXxxxxxx does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive MxXxxxxxx is a party or any judgment, order or decree to which Executive MxXxxxxxx is subject; (iii3) Executive MxXxxxxxx is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other personPerson; (iv4) upon the execution and delivery of this Agreement by the Company Merger Sub and ExecutiveMxXxxxxxx, this Agreement will be a legal, valid and binding obligation of ExecutiveMxXxxxxxx, enforceable in accordance with its terms; (v5) Executive MxXxxxxxx understands that Merger Sub and the Company will rely upon the accuracy and truth of the representations and warranties of Executive MxXxxxxxx set forth herein and Executive MxXxxxxxx consents to such reliance; and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company (and prior to the closing of the Transactions, Merger Sub on behalf of the Company) hereby represents and warrants to Executive MxXxxxxxx that: (i1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii2) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii3) upon the execution and delivery of this Agreement by the Company and ExecutiveMxXxxxxxx, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv4) the Company understands that Executive MxXxxxxxx will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) other than the Employment Agreement between Executive and Great Wolf Resorts Holdings, Inc. dated January 12,2015 (the "Great Wolf Agreement"), Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete noncompetition agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person, and the Great Wolf Agreement does not prevent or bar Executive from entering into this Agreement or performing his duties hereunder; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date of execution Effective Date of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby reaffirms that he will continue to be bound by, and will continue to comply with, all of the terms and conditions and covenants in Section 7 of the Employment Agreement and also all terms and conditions of the Employee Invention Assignment and Confidentiality Agreement dated May 26, 2010, as amended on May 16, 2011, attached as Exhibit 2, and Executive must execute the First Amendment to Employee Invention Assignment and Confidentiality Agreement, included in Exhibit 2, on or before the Effective Date as a condition of this Agreement. Executive also agrees to execute the Consulting Agreement, attached hereto as Exhibit 3, on or before the Effective Date as a condition to this Agreement (the “Services Agreement”). (b) Executive represents and warrants to the Company that: (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and (vi) as of the date Effective Date, Executive has no outstanding agreement or obligation that is in conflict with any of execution the provisions of this Agreement, Executive is not in breach of any of its terms, including having committed any acts or that would form preclude Executive from complying with the basis for a Cause termination if provisions hereof, and further certifies that Executive will not enter into any such act had occurred after the Effective Dateconflicting agreement. (bc) The Company hereby Executive represents and warrants to the Company that, as of the Effective Date, Executive that:has not filed any claim against the Company or its affiliates and has not assigned to any third party any claims against the Company or its affiliates. Executive also acknowledges that he has no work-related injury, illness, disease or condition, and that he has not been unlawfully denied any family or medical leave or otherwise subjected to unlawful interference in that regard. (id) Executive acknowledges that Executive has had the opportunity to fully review this Agreement and, if Executive so chooses, to consult with counsel, and is fully aware of Executive’s rights and obligations under this Agreement. (e) Executive will not at any time during the period of his employment with the Company, during the term of any Services Agreement or at any time thereafter, make (or direct anyone else to make) any disparaging statements (oral or written) about the Company, or any of its affiliated entities, officers, directors, employees, stockholders, representatives or agents, or any of the Company’s products or services or work-in-progress, that are harmful to their businesses, business reputations or personal reputations. For the avoidance of doubt, nothing in this Agreement will prohibit the Executive from speaking, either publicly or privately, about his experiences with the Company, including, without limitation, the experience he had as a member of the team that together built the Company has all requisite power and authority from a small start-up company to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company;a publicly-traded company. (iif) the execution, delivery and performance Any reference by Executive to Xxxxxxx Xxxxx and/or Executive as founder(s) of this Agreement by the Company does not shall be to Xxxxxxx Xxxxx and will not, with or without notice or the passage Executive as co-founders of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive shall so advise any third parties when discussing the Company, enforceable in accordance with its terms; and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties founding of the Company set forth herein and the Company consents to such relianceor otherwise.

Executive’s Representations, Warranties and Covenants. (a) Executive hereby represents and warrants to the Company that: : (i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by Executive; ; (ii) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; ; (iii) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; ; (iv) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; ; (v) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and and (vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. (b) The Company hereby represents and warrants to Executive that: : (i) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed by the Company; ; (ii) the execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject; ; (iii) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and and (iv) the Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.