Common use of Representations and Warranties; Acknowledgments Clause in Contracts

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of the Executive Units hereunder, Executive represents and warrants to the Company that: (i) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive employee of the Company or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units. (iii) Executive is able to bear the economic risk of his or her investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Units and has had full access to such other information concerning the Company as he or she has requested. (v) The execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he or she is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (vi) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any person or entity other than the Company. (vii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and he or she fully understands the terms and conditions contained herein.

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of the Executive Units hereunder, Executive represents and warrants to the Company that: (i) The Executive Units to be acquired by Executive pursuant to this Agreement shall be acquired for Executive's ’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive employee of the Company or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units. (iii) Executive is able to bear the economic risk of his or her investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Units and has had full access to such other information concerning the Company as he or she has requested. (v) The execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he or she is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (vi) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any person or entity other than the Company. (vii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and he or she fully understands the terms and conditions contained herein.

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of the Executive Units hereunderStock, each Executive represents and warrants to the Company thatas follows: (i) The Executive Units to be Stock being acquired by such Executive pursuant to this Agreement shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Such Executive is an executive employee of the Company or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Such Executive is able to bear the economic risk of his or her such Executive's investment in the Executive Units Stock acquired hereunder for an indefinite period of time because and acknowledges that the Executive Units have not been registered under the Securities Act and, therefore, canStock may not be sold unless subsequently registered under the Securities Act or an exemption from such registration is availablein contravention of applicable securities laws. (iv) Executive has had an opportunity to ask questions This Agreement constitutes the legal, valid and receive answers concerning binding obligation of such Executive, enforceable in accordance with its terms, and the terms and conditions of the offering of Executive Units and has had full access to such other information concerning the Company as he or she has requested. (v) The execution, delivery and performance of this Agreement by such Executive does do not and shall will not conflict with, breach, violate or cause a default under breach of any contract, agreement, instrument, order, judgment contract or decree instrument to which such Executive is a party or by any judgment, order or decree to which he or she such Executive is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its termssubject. (viv) Such Executive is not a party to the beneficial owner of all of the Ordinary Shares and Convertible Shares of Jefferson Smurfit Group Limited being exchanged hereunder free and clear of all liens, encumbrances, charges, security interests, or bound by any employment agreement, non-compete agreement or confidentiality agreement with any person or entity other than the Companyrestrictions on transfer. (viib) As an inducement to the Company to issue Executive has consulted with independent legal counsel regarding Stock hereunder to each Executive, and as a condition thereto, each such Executive acknowledges and agrees that: (i) neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive's employment or service as an officer, or director at any time; (ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract for services between the Company or any Subsidiary and each Executive; (iii) the benefit to each Executive of participation in this Agreement and the Management Equity Plan shall not form any part of his remuneration or her rights count as his remuneration for any purpose and obligations shall not be pensionable; (iv) if an Executive ceases to be employed by the Company or any Subsidiary, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under this Agreement and he the Management Equity Plan whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or she fully understands otherwise; and (v) the terms Company shall have no duty or obligation to disclose to such Executive, and conditions contained hereinsuch Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of such Executive's employment with the Company and its Subsidiaries, the transfer of Executive Stock pursuant to paragraphs 4, 5, or 8 hereto, the conversion of a Convertible Share granted hereunder or as otherwise provided hereunder.

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale acquisition of the Executive Units hereunderStock, each Executive represents and warrants to the Company thatas follows: (i) The if the shares of Executive Units to be Stock are being acquired by an Executive, such Executive pursuant to this Agreement shall be acquired for (other than Xxxxxxx Xxxxx) was born in the United States of America and has at all times during such Executive's own account and not with ’s life, been a view to, or intention of, distribution thereof in violation citizen of the Securities Act, United States of America or any applicable state securities laws, and the Executive Units shall not be disposed of in contravention is a naturalized citizen of the Securities Act or any applicable state securities laws.United States; (ii) if the shares of Executive is an executive employee Stock are held in the name of a trust, the trustee and each beneficiary of such trust was born in the United States of America and has at all times during such Executive’s life, been a citizen of the Company or one United States of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Units.America; (iii) such Executive is able to bear the economic risk of his has reviewed, or her investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions review, the following documents: (A) the Company’s Certificate of Incorporation and receive answers concerning By-laws, and any amendment or restatement thereto; (B) the terms Company’s public securities law filings, (C) the Proxy Statement and conditions of Prospectus sent by the offering of Executive Units Buyer to its shareholders on December 14, 2006, and has had full access to such other information concerning (D) the Company as he or she has requested.Merger Agreement; and (viv) The this Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive does do not and shall will not conflict with, breach, violate or cause a default under breach of any contract, agreement, instrument, order, judgment contract or decree instrument to which such Executive is a party or by any judgment, order or decree to which he or she such Executive is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its termssubject. (vib) As an inducement to the Company to issue Executive is not Stock hereunder to each Executive, and as a party to or bound by any employment agreementcondition thereto, non-compete agreement or confidentiality agreement with any person or entity other than the Company.each such Executive acknowledges and agrees that: (viii) neither the issuance of the Executive has consulted Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of the Company or its Subsidiaries or affect the right of the Company to terminate such Executive’s employment at any time; and (ii) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with independent legal counsel regarding his the repurchase of Unvested Shares upon the termination of such Executive’s employment with the Company and its Subsidiaries, the transfer of Executive Stock pursuant to this Agreement, or her rights and obligations under this Agreement and he or she fully understands the terms and conditions contained hereinas otherwise provided hereunder.

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of the Executive Units hereunderStock, each Executive represents and warrants to the Company thatas follows: (i) The Executive Units to be Stock being acquired by such Executive pursuant to this Agreement shall be acquired for such Executive's ’s own account and not with a view to, or the intention of, distribution thereof in violation of the Securities 1933 Act, or any applicable state securities laws, and the Executive Units Stock so acquired shall not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. (ii) Such Executive is an executive employee of the Company or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Such Executive is able to bear the economic risk of his or her such Executive’s investment in the Executive Units Stock acquired hereunder for an indefinite period of time because and acknowledges that the Executive Units have Stock has not been registered under the Securities 1933 Act and, therefore, cannot be sold unless subsequently registered under the Securities 1933 Act or an exemption from such registration is available. (iv) Such Executive has had an opportunity to ask questions of and receive answers concerning the terms and conditions of the offering of Executive Units Stock. Such Executive has been advised of certain risks associated with such Executive’s purchase of Executive Stock and has had full access to such other requested information concerning the Company as he Company. Such Executive has reviewed, or she has requestedhad an opportunity to review, the following documents: (A) the Company’s Certificate of Incorporation and By-laws, and any amendment or restatement thereto; (B) the Company’s public securities law filings, and (C) the Merger Agreement. (v) The This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive does do not and shall will not conflict with, breach, violate or cause a default under breach of any contract, agreement, instrument, order, judgment contract or decree instrument to which such Executive is a party or by any judgment, order or decree to which he or she such Executive is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its termssubject. (vib) As an inducement to the Company to issue Executive is not Stock hereunder to each Executive, and as a party to or bound by any employment agreementcondition thereto, non-compete agreement or confidentiality agreement with any person or entity other than the Company.each such Executive acknowledges and agrees that: (viii) neither the issuance of the Executive has consulted Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of the Company or its Subsidiaries or affect the right of the Company to terminate such Executive’s employment at any time; and (ii) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with independent legal counsel regarding his the repurchase of Incentive Shares upon the termination of such Executive’s employment with the Company and its Subsidiaries, the transfer of Executive Stock pursuant to this Agreement, or her rights and obligations under this Agreement and he or she fully understands the terms and conditions contained hereinas otherwise provided hereunder.