REPRESENTATIONS AND WARRANTIES OF DOUGLAS, DFCORP. XXX ------------------------------------------------------------ DFPARTNERSHIP. Douglas, DFCorp, xxx XFPartnership, and each of them, have and ------------- will transfer to TMI, good, valid and marketable title to the TMI Shares and the TMI Options, and, except with respect to the restrictions on transfer under federal and state securities laws, there are no security interests, liens, encumbrances, claims, charges, assessments or restrictions or any other defects in title of any nature whatsoever on any of the TMI Shares and TMI Options. Douglas, DFCorp, xxx DFPartnership, and each of them, will not assign, sell, mortgage, lease, transfer, pledge, grant a security interest in or lien upon, encumber, or otherwise dispose of or abandon, nor will they suffer or permit any of the same to occur with respect to, any part or all of the TMI Shares and the TMI Options, and have made payment or deposit or otherwise provide for the payment, when due, of all taxes, assessments or contributions required by law which have been or may be levied or assessed against them with respect to any of the TMI Shares and TMI Options. Seller has the right, power, legal capacity and authority to transfer the Shares and enter into and perform Seller's obligations under this Agreement. Douglas, DFCorp, xxx XFPartnership, and each of them, have the right, power, legal capacity and authority to transfer the TMI Shares and TMI Options and enter into and perform their obligations under this Agreement.
