Common use of Representations and Warranties by Employee Clause in Contracts

Representations and Warranties by Employee. In connection with the purchase and sale of the Incentive Units hereunder, Employee represents and warrants to the Company that: (i) The Incentive Units to be acquired by Employee pursuant to this Agreement shall be acquired for Employee’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 Incentive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Employee is an 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 Incentive Units. (iii) Employee is able to bear the economic risk of his investment in the Incentive Units for an indefinite period of time because the Incentive 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) Employee and his advisers have had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Units as Employee and his advisers have requested and have had full and free access and opportunity to inspect, review, examine and inquire about such other information concerning the Company and its Subsidiaries as they have requested. Employee and his advisers have also reviewed the Operating Agreement and the Plan. (v) The execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he 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 Employee, enforceable in accordance with its terms. (vi) As of the date of this Agreement, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any Person other than the Company or one of its Subsidiaries, which would adversely affect his ability to perform his duties on behalf of the Company or one of its Subsidiaries. (vii) Employee has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement, the Operating Agreement and the Plan and he fully understands the terms and conditions contained herein and therein. Employee is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Incentive Units, and Employee has relied on the advice of, or has consulted with, only his own advisers with respect to such matters. Employee understands that in the future the Incentive Units may significantly increase or decrease in value, and the Company has not made any representation to Employee about the potential future value of the Incentive Units.

Representations and Warranties by Employee. In connection with the purchase and sale issuance of the Incentive Employee Units hereunderto Employee pursuant to this Agreement, Employee hereby represents and warrants to the Company that: (i) The Incentive Employee Units acquired or to be acquired by Employee pursuant to this Agreement shall will be acquired for Employee’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the Incentive no Employee Units shall not will be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Employee is an employee a senior manager of the Company or one of its Subsidiariessubsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Incentive Employee Units. (iii) Employee is able to bear the economic risk of his an investment in the Incentive Employee Units for an indefinite period of time because the Incentive Employee 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) Employee and his advisers have has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Employee Units as Employee and his advisers have requested and have has had full and free access and opportunity to inspect, review, examine and inquire about such other information concerning the Company and its Subsidiaries subsidiaries as they have Employee has requested. Employee acknowledges and his advisers have also reviewed agrees that this Agreement is a legal document which is a binding obligation of Employee and that Employee has been provided with ample opportunity to consult with independent legal counsel regarding the Operating Agreement terms, conditions and the Plannature of this Agreement. (v) The execution, delivery and performance of this This Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be constitutes the legal, valid and binding obligation of Employee, enforceable in accordance with its terms. (vi) As of the date of this Agreement, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any Person other than the Company or one of its Subsidiaries, which would adversely affect his ability to perform his duties on behalf of the Company or one of its Subsidiaries. (vii) Employee has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement, the Operating Agreement and the Plan and he fully understands the terms and conditions contained herein and therein. Employee is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Incentive Units, and Employee has relied on the advice of, or has consulted with, only his own advisers with respect to such matters. Employee understands that in the future the Incentive Units may significantly increase or decrease in value, and the Company has execution, delivery and performance of this Agreement by Employee does not made and will not conflict with, violate or cause a breach of any representation agreement, contract or instrument to which Employee about the potential future value of the Incentive Unitsis a party or any judgment, order or decree to which Employee is subject.

Representations and Warranties by Employee. In connection with the purchase and sale of the Incentive Units hereunder, Employee represents and warrants to the Company that: (i) The Incentive Units to be acquired by Employee pursuant to this Agreement shall be acquired for Employee’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 Incentive Units shall not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Employee is an 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 Incentive Units. (iii) Employee is able to bear the economic risk of his investment in the Incentive Units for an indefinite period of time because the Incentive 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) Employee and his advisers have had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Units as Employee and his advisers have requested and have had full and free access and opportunity to inspect, review, examine and inquire about such other information concerning the Company and its Subsidiaries as they have requested. Employee and his advisers have also reviewed the Operating Agreement and the Plan. (v) The execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he Employee 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 Employee, enforceable in accordance with its terms. (vi) As of the date of this Agreement, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any Person other than the Company or one of its Subsidiaries, which would adversely affect his ability to perform his duties on behalf of the Company or one of its Subsidiaries. (vii) Employee has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement, the Operating Agreement and the Plan and he Employee fully understands the terms and conditions contained herein and therein. Employee is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Incentive Units, and Employee has relied on the advice of, or has consulted with, only his own advisers with respect to such matters. Employee understands that in the future the Incentive Units may significantly increase or decrease in value, and the Company has not made any representation to Employee about the potential future value of the Incentive Units.

Representations and Warranties by Employee. In connection with the purchase and sale issuance of the Incentive Employee Units hereunderto Employee pursuant to this Agreement, Employee hereby represents and warrants to the Company that: (i) The Incentive Employee Units acquired or to be acquired by Employee pursuant to this Agreement shall will be acquired for Employee’s 's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the Incentive no Employee Units shall not will be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Employee is an employee a senior manager of the Company or one of its Subsidiariessubsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Incentive Employee Units. (iii) Employee is able to bear the economic risk of his investment in the Incentive Employee Units for an indefinite period of time because the Incentive Employee 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) Employee and his advisers have has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Incentive Employee Units as Employee and his advisers have requested and have has had full and free access and opportunity to inspect, review, examine and inquire about such other information concerning the Company and its Subsidiaries subsidiaries as they have he has requested. Employee acknowledges and his advisers have also reviewed agrees that this Agreement is a legal document which is a binding obligation of Employee and that Employee has been provided with ample opportunity to consult with independent legal counsel regarding the Operating Agreement terms, conditions and the Plannature of this Agreement. (v) The execution, delivery and performance of this This Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be constitutes the legal, valid and binding obligation of Employee, enforceable in accordance with its terms. (vi) As of the date of this Agreement, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any Person other than the Company or one of its Subsidiaries, which would adversely affect his ability to perform his duties on behalf of the Company or one of its Subsidiaries. (vii) Employee has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement, the Operating Agreement and the Plan and he fully understands the terms and conditions contained herein and therein. Employee is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Incentive Units, and Employee has relied on the advice of, or has consulted with, only his own advisers with respect to such matters. Employee understands that in the future the Incentive Units may significantly increase or decrease in value, and the Company has execution, delivery and performance of this Agreement by Employee does not made and will not conflict with, violate or cause a breach of any representation agreement, contract or instrument to which Employee about the potential future value of the Incentive Unitsis a party or any judgment, order or decree to which Employee is subject.