Common use of Representations and Agreements of the Company Clause in Contracts

Representations and Agreements of the Company. The Company represents and warrants to the Bank as of the date hereof and as of the Closing Date, and agrees with the Bank, that: (a) the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the Transactions; (b) each of the Transaction Agreements has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law; (c) (i) not later than the first day of the Election Period, the Company shall duly file with the Commission a Statement on Schedule TO (the “Statement”) pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Statement (including the documents required to be filed as exhibits thereto) in the form in which it is to be so filed has been furnished to the Bank; (ii) the Statement as so filed and as amended from time to time shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, except to the extent described in the No-Action Letters; and (iii) neither the Statement as filed or as amended from time to time nor any other Transaction Disclosure Material as filed or as amended or supplemented from time to time shall contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any omission from, any Transaction Disclosure Material based upon information furnished in writing by the Bank to the Company expressly for use therein; (d) the consummation of the Option Liquidity Program, the issuance by the Company of the shares of the relevant class of Common Stock to be issued upon exercise of the JPMorgan Options (the “Option Shares”) and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and except to the extent described in the No-Action Letters; (e) no Consent or other action of, or Filing with, any Governmental Authority is required in connection with the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program; (f) the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause (i) for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and which would not result in any liability to the Bank or (ii) result in any violation of the provisions of the charter or by-laws of the Company; (g) the Shares issuable upon the exercise of the JPMorgan Options have been duly authorized by the Company and validly reserved for issuance and, at the time of delivery to the Bank, such Shares will be issued and delivered in accordance with the provisions of this Agreement and will be validly issued, fully paid and non-assessable; and (h) the Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition, financial or otherwise, or prospects of the Company or any of its subsidiaries, or any Eligible Options that is required to be made generally available to the public or to the holders of Participating Options and that has not been, or is not being, or will not be, made generally available to the public prior to the Election Deadline through the Transaction Disclosure Materials or otherwise.

Representations and Agreements of the Company. (a) The Company represents and warrants agrees that, without the prior consent of Xxxxxxx, Xxxxx & Co., it has not made and will not make any offer relating to the Bank Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the date hereof Company and as Xxxxxxx, Sachs & Co., it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of the Closing Date, and agrees with the Bank, that: (a) which has been consented to by the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the TransactionsXxxxxxx, Xxxxx & Co. is listed on Schedule II hereto; (b) each The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the Transaction Agreements has been duly authorized, executed and delivered by information in the Company and constitutes a valid and legally binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law; (c) (i) not later than the first day of the Election PeriodRegistration Statement, the Company shall duly file with Pricing Prospectus or the Commission a Statement on Schedule TO (the “Statement”) pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Statement (including the documents required to be filed as exhibits thereto) in the form in which it is to be so filed has been furnished to the Bank; (ii) the Statement as so filed and as amended from time to time shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, except to the extent described in the No-Action Letters; and (iii) neither the Statement as filed Prospectus or as amended from time to time nor any other Transaction Disclosure Material as filed or as amended or supplemented from time to time shall contain any would include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are madethen prevailing, not misleading, except that the Company makes no will give prompt notice thereof to Xxxxxxx, Sachs & Co. and, if requested by Xxxxxxx, Xxxxx & Co., will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation or and warranty with respect shall not apply to any statement contained in, statements or any omission from, any Transaction Disclosure Material based omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing by the Bank to the Company by an Underwriter through Xxxxxxx, Sachs & Co. expressly for use therein; (d) the consummation of the Option Liquidity Program, the issuance by the Company of the shares of the relevant class of Common Stock to be issued upon exercise of the JPMorgan Options (the “Option Shares”) and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and except to the extent described in the No-Action Letters; (e) no Consent or other action of, or Filing with, any Governmental Authority is required in connection with the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program; (f) the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause (i) for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and which would not result in any liability to the Bank or (ii) result in any violation of the provisions of the charter or by-laws of the Company; (g) the Shares issuable upon the exercise of the JPMorgan Options have been duly authorized by the Company and validly reserved for issuance and, at the time of delivery to the Bank, such Shares will be issued and delivered in accordance with the provisions of this Agreement and will be validly issued, fully paid and non-assessable; and (h) the Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition, financial or otherwise, or prospects of the Company or any of its subsidiaries, or any Eligible Options that is required to be made generally available to the public or to the holders of Participating Options and that has not been, or is not being, or will not be, made generally available to the public prior to the Election Deadline through the Transaction Disclosure Materials or otherwise.

Representations and Agreements of the Company. The Company represents and warrants to the Bank as of the date hereof and as of the Closing Date, and agrees with the Bank, that: (a) the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the Transactions; (b) each of the Transaction Agreements has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, except as may be limited by applicable bankruptcy, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law; (c) (i) not later than the first day of the Election Period, the Company shall duly file with the Commission a Statement on Schedule TO (the “Statement”) pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Statement (including the documents required to be filed as exhibits thereto) in the form in which it is to be so filed has been furnished to the Bank; (ii) the Statement as so filed and as amended from time to time shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, except to the extent described in the No-Action LettersRequest Letter; and (iii) neither the Statement as filed or as amended from time to time nor any other Transaction Disclosure Material as filed or as amended or supplemented from time to time shall contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any omission from, any Transaction Disclosure Material based upon information furnished in writing by the Bank to the Company expressly for use therein; (d) the consummation of the Option Liquidity Transfer Program, the issuance by the Company of the shares of the relevant class of Common Stock to be issued upon exercise of the JPMorgan Options (the “Option Shares”) and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Transfer Program and except to the extent described in the No-Action LettersRequest Letter; (e) except as described in the Notice of Option Transfer Program, no Consent or other action of, or Filing with, any Governmental Authority is required in connection with the consummation of the Option Liquidity Transfer Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Transfer Program; (f) the consummation of the Option Liquidity Transfer Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause (i) for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Transfer Program and which would not result in any liability to the Bank or (ii) result in any violation of the provisions of the charter or by-laws of the Company; (g) the Shares issuable upon the exercise of the JPMorgan Options have been duly authorized by the Company and validly reserved for issuance and, at the time of delivery to the Bank, such Shares will be issued and delivered in accordance with the provisions of this Agreement and will be validly issued, fully paid and non-assessable; and; (h) the Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition, financial or otherwise, or prospects of the Company or any of its subsidiaries, or any Eligible Options that is required to be made generally available to the public or to the holders of Participating Options and that has not been, or is not being, or will not be, made generally available to the public prior to the Election Deadline through the Transaction Disclosure Materials or otherwise; and (i) the Option Transfer Program is effective to transfer and assign all right, title and interest in and to the Participating Options to the Bank and upon payment therefor pursuant to Section 5 hereof, the Bank will have acquired good and valid title to the JPMorgan Options free and clear of any lien or claim.

Representations and Agreements of the Company. The Company, in order to induce the approval of the loan, represents and agrees as follows; 1. The Company represents is duly organized and warrants to validly existing under the Bank as laws of the date hereof and as State of the Closing DateWisconsin, and agrees with the Bank, that:has all requisite power and authority to enter into this Loan Agreement. (a) the Company has taken all necessary corporate action to authorize each of the Transaction Documents and the consummation of the Transactions; (b) each of the Transaction Agreements 2. A resolution has been duly authorizedadopted, as an official act of the Company's governing body, authorizing the execution and delivery of this Loan Agreement by the Company and authorizing and directing the persons executing this Loan Agreement to do so for and on behalf of the Company. 3. This Loan Agreement has been executed and delivered by the Company Company, in such manner and constitutes a form as to comply with all applicable laws to make this Loan Agreement the valid and legally binding act and agreement of the Company. 4. There is no action, except as may be limited proceeding, or investigation now pending, nor any basis therefor, known or believed to exist by applicable bankruptcythe Company, insolvency or similar laws relating to or affecting the rights and remedies of creditors or by equitable principles, and except as rights of indemnity or contribution may be limited by applicable law; (c) which (i) not later than questions the first day validity of the Election Periodthis Loan Agreement, the Company shall duly file with the Commission a Statement on Schedule TO (the “Statement”) pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Statement (including the documents required or any action taken or to be filed as exhibits thereto) in the form in which it is to be so filed has been furnished to the Bank; taken under it, or (ii) is likely to result in any material adverse change in the Statement as so filed authorities, properties, assets, liabilities, or conditions (financial or otherwise) of the Company which would materially and as amended from time substantially impair the Company's ability to time shall comply as to form perform any of the obligations imposed upon the Company by this Loan Agreement. 5. The representations, statements, and other matters contained in the Application for UDAG loan made by Company are true and complete in all material respects with the applicable provisions as of the Exchange Act and the rules and regulations thereunder, except date of filing. The Company is aware of no event which would require any amendment to the extent described in Application (other than an amendment which has been filed with and approved by the No-Action Letters; and (iiiCITY) neither the Statement as filed or as amended from time to time nor any other Transaction Disclosure Material as filed or as amended or supplemented from time to time shall contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made thereinsuch representations, statements, and other matters true and complete in light all material respects and not misleading in any material respect. The Company is aware of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any omission from, any Transaction Disclosure Material based upon information furnished in writing by the Bank to the Company expressly for use therein; (d) the consummation of the Option Liquidity Program, the issuance by the Company of the shares of the relevant class of Common Stock to be issued upon exercise of the JPMorgan Options (the “Option Shares”) and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and except to the extent described in the No-Action Letters; (e) no Consent event or other action of, or Filing with, any Governmental Authority is required in connection with the consummation of the Option Liquidity Program, the issuance by the Company of the Option Sharesfact which should have been, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements, except for the filing with the Commission of the Statement, the filing of the Registration Statement, the registration of the Option Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program; (f) the consummation of the Option Liquidity Program, the issuance by the Company of the Option Shares, and the execution, delivery and performance by the Company of its obligations under the Transaction Agreements will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except in the case of this clause (i) for such breaches, violations, defaults, liens, charges or encumbrances which would not reasonably be expected to materially and adversely affect or delay the Option Liquidity Program and which would not result in any liability to the Bank or (ii) result in any violation of the provisions of the charter or by-laws of the Company; (g) the Shares issuable upon the exercise of the JPMorgan Options have been duly authorized by the Company and validly reserved for issuance and, at the time of delivery to the Bank, such Shares will be issued and delivered in accordance with the provisions of this Agreement and will be validly issued, fully paid and non-assessable; and (h) the Company has no knowledge of any material fact or information concerning the Company or any of its subsidiaries, or the operations, assets, condition, financial or otherwise, or prospects of the Company or any of its subsidiaries, or any Eligible Options that is required to be made generally available to the public or to the holders of Participating Options and that has not been, or is reported in the Application as material information. 6. The Company shall not beingremove, or will not because to be removed, made generally available from the project location any property which serves as collateral for this loan. Removal of such collateral or cessation of Company's business operations in the CITY shall constitute an act of default which shall cause the entire loan balance to become immediately due and payable. 7. That it shall expend Peshtigo UDAG Revolving Loan Fund proceeds only as described herein. 8. That it shall maintain 200 (FTE) jobs. 9. That it shall keep the security for the Peshtigo UDAG Revolving Loan Fund loan insured against loss from fire in an amount sufficient to cover any outstanding obligations to the public City up to the insurable limits of available collateral. The City shall be named as an additional insured party on the policies. The Company shall provide the City with a certificate of insurance from the insurer. The Company shall also carry liability insurance with the City named as additional insured. 10. That it shall pay all real estate property taxes upon the security for the loan when due in order to avoid interest or penalty thereon. 11. That it will pay to the City a loan origination fee of $5,000.00 at or prior to the Election Deadline through time of execution of the Transaction Disclosure Materials or otherwisepromissory note. 12. The Company shall retain its operations in the City of Peshtigo, Wisconsin, until the loan is repaid. 13. The Company shall provide the City with annual audited financial statements within 120 days after its fiscal year end.