Common use of Insider Representations Clause in Contracts

Insider Representations. The Insider hereby represents and warrants to the Holder that: (a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject. (b) The Insider (or its designees) is the beneficial owner of the Founder Shares and will transfer them to the Holders immediately prior to the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereof. (c) Neither the Insider nor the Company have disclosed to the Holders material non-public information with respect to the Company.

Insider Representations. The Insider hereby represents and warrants to the Holder Purchaser that: (a) This Agreement has been validly authorized, executed and delivered by it the Insider and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing its his obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject. (b) The Insider (or its designees) is the beneficial owner of the Founder Shares and, subject to an in consideration of the Purchaser’s purchase of the Purchased Shares, will cause the Founder Shares to be released from the Stock Escrow Agreement, dated July 15, 2014, by and will transfer them among the Company, the Insider and Continental, and transferred to the Holders immediately prior Purchaser promptly after to the Closing Closing. Upon such transfer, the Founder Shares will be free and clear of any liens, claims, security interests, options charges interests or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereoflaws. (c) Neither the Insider nor the Company have disclosed to the Holders material non-public information with respect to the Company.

Insider Representations. The Insider hereby represents and warrants to the Holder that: (a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject. (b) The Insider (or its designees) is the beneficial owner of the Founder Shares and will transfer them to the Holders Holder immediately prior after to the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereof. (c) Neither the Insider nor the Company have disclosed to the Holders Holder any material non-public information with respect to the Company.

Insider Representations. The Insider Each of the Insiders hereby represents and warrants to the Holder that: (a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject. (b) The Insider (or its designees) is the beneficial owner of the Founder Shares and will transfer them to the Holders immediately prior to after the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereof. (c) Neither the Insider Insiders nor the Company have disclosed to the Holders Holder any material non-public information with respect to the Company.