Common use of Representation and Warranties of the Stockholders Clause in Contracts

Representation and Warranties of the Stockholders. Each Stockholder (as to himself or itself only) represents and warrants to the Corporation and the other Stockholders that, as of the time such Stockholder becomes a party to this Agreement: (a) this Agreement has been duly and validly executed and delivered by such Stockholder and this Agreement constitutes a legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms; (b) the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Stockholder is a party or by which such Stockholder is bound, except for such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Stockholder’s ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that the Securities have not been registered under the Securities Act or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e); (e) the Stockholder further understands that, with respect to the Securities, the exemption from registration afforded by Rule 144 (the provisions of which are known to the Stockholder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts; (f) the Stockholder has not employed any broker or finder or similar person in connection with its purchase of the Securities; (g) except as disclosed in writing to the Corporation prior to the acquisition of Securities by such Stockholder, the Stockholder is an “accredited investor” (as defined in Rule Table of Contents 501 (a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in the Stock Purchase Agreement and on the representations and warranties set forth herein.

Representation and Warranties of the Stockholders. Each Stockholder (Stockholder, as to himself or itself such Stockholder, only) , represents and warrants to the Corporation and the other Stockholders that, Parent as of the time such Stockholder becomes a party to this Agreementfollows: (a) Schedule I sets forth, opposite such Stockholder's name, the number and type of such Stockholder's Shares as of the date hereof. Such Stockholder is the lawful owner of such Shares, free and clear of all liens, charges, encumbrances, voting agreements and commitments of every kind, other than this Agreement and as disclosed on Schedule I. Except - 4 - as set forth in Schedule I and except under the Company Rights Agreement, such Stockholder does not own or hold any rights to acquire any additional Shares or other securities of the Company or any interest therein or any voting rights with respect to any additional Shares or any other securities of the Company. (b) If such Stockholder is not an individual, this Agreement has been approved by its Board of Directors (or comparable governing body) and, to the extent necessary, the shareholders of such Stockholder, representing all necessary action on the part of such Stockholder for the execution and performance hereof by such Stockholder. (c) If such Stockholder is not an individual, this Agreement has been duly and validly executed and delivered by a duly authorized officer or comparable representative of such Stockholder and this Stockholder. (d) This Agreement constitutes a legal the valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms;. (be) the The execution, delivery and performance of this Agreement by such Stockholder does not violate or breach, and will not give rise to any violation or breach, of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, 's charter or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement bylaws or other instrument to which organizational documents (if such Stockholder is a party not an individual), or, except as will not materially impair the ability of such Stockholder to effectuate, carry out or comply with all of the terms of this Agreement, any law, contract, instrument, arrangement or agreement by which such Stockholder is bound. (f) The execution and delivery of this Agreement by such Stockholder and the other signatories hereto does not create or give rise to any right in such Stockholder or, except for to such violations, conflicts, breaches or defaults that would notStockholder's knowledge, in the aggregate, materially affect the Stockholder’s ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that the Securities have not been registered under the Securities Act or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e); (e) the Stockholder further understands thatany other signatory hereto, with respect to the SecuritiesShares or any other security of the Company (including, the exemption from registration afforded by Rule 144 (the provisions of which are known without limitation voting rights and rights to the Stockholderpurchase or sell any such Shares or other securities) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts; (f) the Stockholder has not employed pursuant to any broker or finder shareholders' agreement or similar person in connection with its purchase of the Securities; (g) except agreement or commitment, other than any such right as disclosed in writing is duly and validly waived pursuant to the Corporation prior to the acquisition of Securities by such Stockholder, the Stockholder is an “accredited investor” (as defined in Rule Table of Contents 501 Section 3 (a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in the Stock Purchase Agreement and on the representations and warranties set forth hereinAgreement.

Representation and Warranties of the Stockholders. Each Stockholder (as to himself or itself only) represents and warrants to the Corporation and the other Stockholders that, as of the time such Stockholder becomes a party to this Agreement: (a) this Agreement has been duly and validly executed and delivered by such Stockholder and this Agreement constitutes a legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms; (b) the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Stockholder is a party or by which such Stockholder is bound, except for such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Stockholder’s 's ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that (i) the Securities have not been registered under the Securities Act or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e); (e) the Stockholder further understands that, with respect to the Securities, the exemption from registration afforded by Rule 144 (the provisions of which are known to the Stockholder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts; (f) the Stockholder has not employed any broker or finder or similar person in connection with its purchase of the Securities; (g) except as disclosed in writing to the Corporation prior to the acquisition of Securities by such Stockholder, the Stockholder is an “"accredited investor” " (as defined in Rule Table of Contents 501 (a501(a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s 's representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s 's investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in the Stock Purchase Agreement and on the representations and warranties set forth herein.

Representation and Warranties of the Stockholders. Each Stockholder (as to himself or itself only) represents and warrants to the Corporation and the other Stockholders that, as of the time such Stockholder becomes a party to this Agreement: (a) this Agreement has been duly and validly executed and delivered by such Stockholder and this Agreement constitutes a legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms; (b) the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Stockholder is a party or by which such Stockholder is bound, except for such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Stockholder’s 's ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that the Securities have not been registered under the Securities Act or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e); (e) the Stockholder further understands that, with respect to the Securities, the exemption from registration afforded by Rule 144 (the provisions of which are known to the Stockholder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts; (f) the Stockholder has not employed any broker or finder or similar person in connection with its purchase of the Securities; (g) except as disclosed in writing to the Corporation prior to the acquisition of Securities by such Stockholder, the Stockholder is an “"accredited investor” " (as defined in Rule Table of Contents 501 (a501(a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s 's representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s 's investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in the Stock Purchase Agreement and on the representations and warranties set forth herein.

Representation and Warranties of the Stockholders. Each Stockholder (as to himself or itself only) hereby represents and warrants to the Corporation and the other Stockholders WIMC that, as of the time such Stockholder becomes a party to this Agreement: (a) Assuming the accuracy of all representations and warranties made by WMIC in the Stock Purchase agreement, such Stockholder holds of record and owns beneficially the number of Consideration Shares listed below its signature hereto, free and clear of any and all Liens. (b) Such Stockholder has full power and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. All necessary action has been duly and validly executed and delivered taken by such Stockholder to authorize the execution, delivery and performance of this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement constitutes a legal the valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms;terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies. (bc) There are no consents, waivers, approvals, licenses, permits, Orders, actions or non-actions of, or filings, notifications, declarations or registrations with, any Governmental Entity that are necessary for such Stockholder to obtain for the execution, delivery or performance by such Stockholder of this Agreement. (d) The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby by this Agreement do not and will notnot (i) violate or conflict with any Laws or Orders to which such Stockholder may be subject or to which such Stockholder’s Consideration Shares may be subject or (ii) constitute a violation or breach of, be in conflict with, constitute or create (with or without the giving of due notice or lapse of timetime or both) a default (or give rise to any right of termination, modification, cancellation or both (iacceleration) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement obligation under any Contract or other instrument agreement to which such Stockholder is a party or by to which such Stockholder is bound, except for subject or to which such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Stockholder’s ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned Consideration Shares are subject or by it for its own accountwhich such Stockholder’s properties, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that the Securities have not been registered under the Securities Act assets or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e);rights are bound. (e) the If a Stockholder further understands thatis married and such Stockholder’s Consideration Shares constitute community property, with respect to the Securitiesthis Agreement has been duly authorized, the exemption from registration afforded by Rule 144 (the provisions of which are known to the Stockholder) depends on the satisfaction of various conditionsexecuted and delivered by, and thatconstitutes a valid and binding agreement of, if applicablesuch Stockholder’s spouse, Rule 144 may only afford the basis for sales only enforceable against such person in limited amounts;accordance with its terms. (f) Such Stockholder’s Consideration Shares are now, and at all times such shares are held by such Stockholder will be, held by the Stockholder has not employed respective Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Liens, proxies, voting trusts or voting agreements or any broker other encumbrances whatsoever, except for any such encumbrances or finder or similar person in connection with its purchase of the Securities;proxies arising hereunder. (g) except as disclosed in writing to the Corporation prior to the acquisition of Securities by such Stockholder, the Such Stockholder understands and acknowledges that WIMC is an “accredited investor” (as defined in Rule Table of Contents 501 (a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in entering into the Stock Purchase Agreement in reliance upon such Stockholder’s execution and on the representations and warranties set forth hereindelivery of this Agreement.

Representation and Warranties of the Stockholders. Each Stockholder (Stockholder, as to himself or itself such Stockholder, only) , represents and warrants to the Corporation and the other Stockholders that, Parent as of the time such Stockholder becomes a party to this Agreementfollows: (a) Schedule I sets forth, opposite such Stockholder's name, the number and type of such Stockholder's Shares as of the date hereof. Such Stockholder is the lawful owner of such Shares, free and clear of all liens, charges, encumbrances, voting agreements and commitments of every kind, other than this Agreement and as disclosed on Schedule I. Except as set forth in Schedule I and except under the Company Rights Agreement, such Stockholder does not own or hold any rights to acquire any additional Shares or other securities of the Company or any interest therein or any voting rights with respect to any additional Shares or any other securities of the Company. (b) If such Stockholder is not an individual, this Agreement has been approved by its Board of Directors (or comparable governing body) and, to the extent necessary, the shareholders of such Stockholder, representing all necessary action on the part of such Stockholder for the execution and performance hereof by such Stockholder. (c) If such Stockholder is not an individual, this Agreement has been duly and validly executed and delivered by a duly authorized officer or comparable representative of such Stockholder and this Stockholder. (d) This Agreement constitutes a legal the valid and binding obligation agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms;. (be) the The execution, delivery and performance of this Agreement by such Stockholder does not violate or breach, and will not give rise to any violation or breach, of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Stockholder is subject, (ii) violate any order, judgment or decree applicable to such Stockholder, 's charter or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement bylaws or other instrument to which organizational documents (if such Stockholder is a party not an individual), or, except as will not materially impair the ability of such Stockholder to effectuate, carry out or comply with all of the terms of this Agreement, any law, contract, instrument, arrangement or agreement by which such Stockholder is bound. (f) The execution and delivery of this Agreement by such Stockholder and the other signatories hereto does not create or give rise to any right in such Stockholder or, except for to such violations, conflicts, breaches or defaults that would notStockholder's knowledge, in the aggregate, materially affect the Stockholder’s ability to perform its obligations hereunder; (c) the Stockholder purchased the Securities owned by it for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act; (d) the Stockholder understands that the Securities have not been registered under the Securities Act or registered or qualified under applicable state securities laws by reason of their issuance by the Corporation in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and (ii) the Securities must be held by the Stockholder indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. The Stockholder understands that the certificates for the Securities will bear the legends described in Section 19(b) and (e); (e) the Stockholder further understands thatany other signatory hereto, with respect to the SecuritiesShares or any other security of the Company (including, the exemption from registration afforded by Rule 144 (the provisions of which are known without limitation voting rights and rights to the Stockholderpurchase or sell any such Shares or other securities) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may only afford the basis for sales only in limited amounts; (f) the Stockholder has not employed pursuant to any broker or finder shareholders' agreement or similar person in connection with its purchase of the Securities; (g) except agreement or commitment, other than any such right as disclosed in writing is duly and validly waived pursuant to the Corporation prior to the acquisition of Securities by such Stockholder, the Stockholder is an “accredited investor” (as defined in Rule Table of Contents 501 Section 3 (a) of Regulation D promulgated under the Securities Act). The Corporation has made available to the Stockholder or its representatives all agreements, documents, records and books that the Stockholder has requested relating to an investment in the Securities. The Stockholder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Corporation concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of the Stockholder. No oral representations have been made or furnished to, or relied on by, the Stockholder or its representatives in connection with its investment in the Securities. The Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Securities; (h) the Stockholder has no need for liquidity in its investment in the Securities and is able to bear the economic risk of its investment in the Securities and the complete loss of all of such investment; (i) the Stockholder further understands that this Agreement is made with the Stockholder in reliance upon the Stockholder’s representations to the Corporation contained in this Section 31; and (j) the Stockholder and its representatives have conducted a due diligence investigation and have had the opportunity to review all documents and information which the Stockholder and its representatives have requested concerning U.S. Silica, the Corporation, the Subsidiaries and the Stockholder’s investment. In reaching its decision to invest in the Corporation, the Stockholder has relied on the foregoing investigation and information, on the representations and warranties in the Stock Purchase Agreement and on the representations and warranties set forth hereinAgreement.