Common use of Representations and Warranties by Executive Clause in Contracts

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management 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 officer of Xxxxxxx Xxxxx, 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 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 Holdings and ACR Management as he has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, 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, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxx. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units Stock hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The shares of Executive Units Stock to be acquired by Executive pursuant to this Agreement shall will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, 1933 Act or any applicable state securities laws, and the shares of Executive Units shall Stock will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. (ii) Executive is an executive officer of Xxxxxxx Xxxxxthe Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Executive is able to bear the economic risk of his investment in the Executive Units Stock for an indefinite period of time because 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) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Units Stock and has had full access to such other information concerning Holdings the Company and ACR Management its Subsidiaries as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement and the persons listed on the signature pages thereto, and Executive is familiar with the transactions contemplated thereby. Executive also has reviewed, or has had an opportunity to review, the following documents: (A) Company's Certificate of Incorporation and the Partnership Agreement; (B) the LLC Agreement; (C) the loan Company's Bylaws and any credit agreements, notes and related documents with to which the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statementsCompany is a party. (v) The execution, delivery and performance of this This Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, this Agreement shall be constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (vi) , and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is not a party or any judgment, order or decree to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxwhich Executive is subject. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units Stock hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The shares of Executive Units Stock to be acquired by Executive pursuant to this Agreement shall will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, 1933 Act or any applicable state securities laws, and the shares of Executive Units shall Stock will not be disposed of in contravention of the Securities 1933 Act or any applicable state securities laws. (ii) Executive is an executive officer of Xxxxxxx Xxxxxthe Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Executive is able to bear the economic risk of his investment in the Executive Units Stock for an indefinite period of time because 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) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Units Stock and has had full access to such other information concerning Holdings the Company and ACR Management its Subsidiaries as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Recapitalization Agreement and the persons listed on the signature pages thereto, and Executive is familiar with the transactions contemplated thereby. Executive also has reviewed, or has had an opportunity to review, the following documents: (A) Company's Certificate of Incorporation and the Partnership Agreement; (B) the LLC Agreement; (C) the loan Company's Bylaws and any credit agreements, notes and related documents with to which the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statementsCompany is a party. (v) The execution, delivery and performance of this This Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, this Agreement shall be constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (vi) , and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is not a party or any judgment, order or decree to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxwhich Executive is subject. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The Executive Units to be acquired by each of Executive and the Trustee for the benefit of the XXX 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 officer of Xxxxxxx XxxxxAlliance, 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 Holdings and ACR Management the Company as he or she has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Operating Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdingsthe Company; and (DC) Holdings' the Company's audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by each of Executive and the Trustee for the benefit of the XXX do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which either Executive or the Trustee is a party or by which he he, she or it is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Managementthe Company, this Agreement shall be the legal, valid and binding obligation of Executiveeach of Executive and the Trustee for the benefit of the XXX, enforceable in accordance with its terms. (vi) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx XxxxxAlliance. (vii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units Stock hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The shares of Executive Units Stock to be acquired by Executive pursuant to this Agreement shall will be acquired for Executive'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 shares of Executive Units shall Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is (or, if the Termination Date has occurred, was) an executive officer of Xxxxxxx Xxxxxthe Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Executive is able to bear the economic risk of his investment in the Executive Units Stock for an indefinite period of time because the Executive Units have Stock has 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 Stock and has had full access to such other information concerning Holdings the Company and ACR Management its Subsidiaries as he has requested. Executive has also reviewed, or has had an opportunity to review, a copy of the following documents: (A) Merger Agreement, and Executive is familiar with the Partnership Agreement; (B) transactions contemplated thereby. Executive also has reviewed, or has had an opportunity to review the LLC Agreement; (C) Offering Memorandum related to certain of the loan debt financing of the Merger, the Company's Certificate of Incorporation and the Company's Bylaws and any credit agreements, notes and related documents with to which the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statementsCompany is a party. (v) The execution, delivery and performance of this This Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, this Agreement shall be constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (vi) , and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is not a party or any judgment, order or decree to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxwhich Executive is subject. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings the Company and ACR Management the General Partner 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, to or intention of, 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 officer of Xxxxxxx Xxxxxthe Company, 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 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 Holdings and ACR Management the Company as he has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdingsthe Company and its Subsidiaries; and (D) Holdings' the Securityholders Agreement and (E) the Company's audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings the Company and ACR Managementthe General Partner, 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, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxthe Company. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with the ------------------------------------------- the purchase and sale of the Executive Units Stock hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The shares of Executive Units Stock to be acquired by Executive pursuant to this Agreement shall will be acquired for Executive's own account and not with a current view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the shares of Executive Units shall Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer or director of Xxxxxxx Xxxxxthe Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Executive is able to bear the economic risk of his investment in the Executive Units Stock for an indefinite period of time because the Executive Units have Stock has 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 Stock and has had full access to such other information concerning Holdings the Company and ACR Management its Subsidiaries as he or she has requested. Executive has also reviewed, or has had an opportunity to review, a copy of the following documents: (A) Merger Agreement, and Executive is familiar with the Partnership Agreement; (B) transactions contemplated thereby. Executive also has reviewed, or has had an opportunity to review the LLC Agreement; (C) Offering Memorandum related to certain of the loan debt financing of the Merger, the Company's Certificate of Incorporation and the Company's Bylaws and any credit agreements, notes and related documents with to which the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statementsCompany is a party. (v) The executionExecutive has not granted and is not a party to any proxy, delivery and performance voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement by Agreement. Executive do not and shall not conflict grant any proxy or become party to any voting trust or other agreement which is inconsistent with, breach, violate conflicts with or cause a default under violates any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound and upon the execution and delivery provision of this Agreement. (vi) This Agreement by Bain/ACR, Holdings and ACR Management, this Agreement shall be constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (viviii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxresident of the State of Pennsylvania. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings the Company and ACR Management the General Partner 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, to or intention of, 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 officer of Xxxxxxx Xxxxx, 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 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 Holdings and ACR Management the Company as he has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdingsthe Company and its Subsidiaries; and (D) Holdings' the Securityholders Agreement and (E) the Company's audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings the Company and ACR Managementthe General Partner, 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, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxxthe Company. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The Executive Units to be acquired by each of Executive and the Trustee for the benefit of the IRAs 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 officer of Xxxxxxx XxxxxAlliance, 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 Holdings and ACR Management the Company as he or she has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Operating Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdingsthe Company; and (DC) Holdings' the Company's audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by each of Executive and the Trustee for the benefit of the IRAs do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which either Executive or the Trustee is a party or by which he he, she or it is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Managementthe Company, this Agreement shall be the legal, valid and binding obligation of Executiveeach of Executive and the Trustee for the benefit of the IRAs, enforceable in accordance with its terms. (vi) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx XxxxxAlliance. (vii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with the ------------------------------------------- the purchase and sale of the Executive Units Stock hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management the Company that: (i) The shares of Executive Units Stock to be acquired by Executive pursuant to this Agreement shall will be acquired for Executive's own account and not with a current view to, or intention of, distribution thereof in violation of the Securities Act, Act or any applicable state securities laws, and the shares of Executive Units shall Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer or director of Xxxxxxx Xxxxxthe Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive UnitsStock. (iii) Executive is able to bear the economic risk of his investment in the Executive Units Stock for an indefinite period of time because the Executive Units have Stock has 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 Stock and has had full access to such other information concerning Holdings the Company and ACR Management its Subsidiaries as he or she has requested. Executive has also reviewed, or has had an opportunity to review, a copy of the following documents: (A) Merger Agreement, and Executive is familiar with the Partnership Agreement; (B) transactions contemplated thereby. Executive also has reviewed, or has had an opportunity to review the LLC Agreement; (C) Offering Memorandum related to certain of the loan debt financing of the Merger, the Company's Certificate of Incorporation and the Company's Bylaws and any credit agreements, notes and related documents with to which the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statementsCompany is a party. (v) The execution, delivery and performance of this This Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, this Agreement shall be constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has not granted and is not a party to any proxy, voting trust or bound by other agreement which is inconsistent with, conflicts with or violates any employment agreementprovision of this Agreement. Executive shall not grant any proxy or become party to any voting trust or other agreement which is inconsistent with, noncompete agreement conflicts with or confidentiality agreement with violates any person or entity other than Xxxxxxx Xxxxxprovision of this Agreement. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands is a resident of the terms and conditions contained hereinState of Pennsylvania.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management 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 officer of Xxxxxxx XxxxxAlliance, 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 Holdings and ACR Management the Company as he or she has requested. Executive Execu tive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Operating Agreement; (B) the LLC Agreement; (C) the loan agreements, notes and related documents with the senior and subordinated lenders of Holdingsthe Company; and (DC) Holdings' the Company's audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by Executive do 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 Bain/ACR, Holdings and ACR Managementthe 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, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx XxxxxAlliance. (vii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and that he or she fully understands the terms and conditions contained herein.

Representations and Warranties by Executive. In connection with ------------------------------------------- the purchase and sale of the Executive Units hereunder, Executive represents and warrants to Bain/ACR, Holdings and ACR Management 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 officer of Xxxxxxx Xxxxx, 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 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 Holdings and ACR Management as he has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Partnership Agreement; (B) the LLC Agreement; (C) the loan agreements, indentures, notes and related documents with the senior and subordinated lenders of Holdings; and (D) Holdings' audited and unaudited financial statements. (v) The execution, delivery and performance of this Agreement by Executive do 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 is bound and upon the execution and delivery of this Agreement by Bain/ACR, Holdings and ACR Management, 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, noncompete agreement or confidentiality agreement with any person or entity other than Xxxxxxx Xxxxx, which would adversely affect his ability to perform his duties on behalf of Xxxxxxx Xxxxx. (vii) Executive has consulted with independent legal counsel regarding his rights and obligations under this Agreement and he fully understands the terms and conditions contained herein.