Common use of Representations and Warranties of Each Selling Stockholder Clause in Contracts

Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under this Agreement will not contravene any provision of applicable law, or the organizational documents of such Selling Stockholder, or any agreement or other instrument binding upon such Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (i) The Blackstone Information contained in the Prospectus or any amendments or supplements thereto does not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties set forth in this paragraph are limited to Blackstone Information. The Underwriters and the Selling Stockholders agree that “Blackstone Information” consists solely of [the biographical information with respect to Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx incorporated by reference into the Registration Statement and the information with respect to the Selling Stockholders under the caption “Selling Stockholders” in the Prospectus.”]

Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under under, this Agreement will not contravene any provision of applicable law, or (A) the organizational documents of such Selling Stockholder, or (B) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder, (C) any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (B) and (C), such contraventions as would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency agency, other than those obtained, is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date (as defined below) will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “"UCC”") in respect of, the Shares to be sold by such Selling Stockholder Stockholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the The Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “"protected purchaser” " of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (e) The Selling Stockholders represent and warrant that (i) The Blackstone the Selling Stockholders Information (as defined below) contained in the Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or supplemented, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading and (ii) the Selling Stockholders Information contained in the Time of Sale Prospectus or any amendments or supplements thereto the Prospectus does not include contain and, if the Time of Sale Prospectus is amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided that the representations and warranties set forth in this paragraph are limited solely to Blackstone the Selling Stockholders Information. The Underwriters Underwriter and the Selling Stockholders agree that “Blackstone Information” "SELLING STOCKHOLDERS INFORMATION" consists solely of [the biographical information with respect to Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx incorporated by reference into the Registration Statement and the information with respect to the Selling Stockholders under the caption “"Principal and Selling Stockholders” " in each of the Time of Sale Prospectus and the Prospectus.”]

Representations and Warranties of Each Selling Stockholder. Each Except with respect to Section 2(e) which will apply only to BCP Selling Stockholders and Section 2(f) which will apply only to BACI, each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under under, this Agreement will not contravene any provision of applicable law, or (A) the organizational documents of such Selling Stockholder, or (B) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder, (C) any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except such contraventions as would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency agency, other than those obtained, is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date (as defined below) will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “"UCC”") in respect of, the Shares to be sold by such Selling Stockholder Stockholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “"protected purchaser” " of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (ie) The Blackstone BCP Selling Stockholders represent and warrant that the BCP Selling Stockholders Information contained in the Prospectus Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or any amendments or supplements thereto does supplemented, will not include contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, provided that the representations and warranties set forth in this paragraph are limited solely to Blackstone BCP Selling Stockholders Information. The Underwriters and the BCP Selling Stockholders agree that “Blackstone Information” "BCP SELLING STOCKHOLDERS INFORMATION" consists solely of [the biographical information with respect to Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx incorporated by reference into the Registration Statement and the information with respect to the BCP Selling Stockholders under the caption “"Principal and Selling Stockholders” " in the Prospectus.”]" (f) BACI represents and warrants that the BACI Information contained in the Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or supplemented, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, provided that the representations and warranties set forth in this paragraph

Representations and Warranties of Each Selling Stockholder. Each Except with respect to Section 2(e) which will apply only to BCP Selling Stockholders and Section 2(f) which will apply only to BACI, each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under under, this Agreement will not contravene any provision of applicable law, or (A) the organizational documents of such Selling Stockholder, or (B) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder, (C) any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (B) and (C), such contraventions as would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency agency, other than those obtained, is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date (as defined below) will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “"UCC”") in respect of, the Shares to be sold by such Selling Stockholder Stockholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the The Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “"protected purchaser” " of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (e) The BCP Selling Stockholders represent and warrant that (i) The Blackstone the BCP Selling Stockholders Information contained in the Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or supplemented, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading and (ii) the BCP Selling Stockholders Information contained in the Time or Sale Prospectus or any amendments or supplements thereto the Prospectus does not include contain and, if the Time of Sale Prospectus is amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided that the representations and warranties set forth in this paragraph are limited solely to Blackstone BCP Selling Stockholders Information. The Underwriters Underwriter and the BCP Selling Stockholders agree that “Blackstone Information” "BCP SELLING STOCKHOLDERS INFORMATION" consists solely of [the biographical information with respect to Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx incorporated by reference into the Registration Statement and the information with respect to the BCP Selling Stockholders under the caption “"Principal and Selling Stockholders” " in each of the Time of Sale Prospectus and the Prospectus.”] (f) BACI represents and warrants that (i) the BACI Information contained in the Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or

Representations and Warranties of Each Selling Stockholder. Each Except with respect to Section 2(e) which will apply only to BCP Selling Stockholders and Section 2(f) which will apply only to BACI, each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder. (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under under, this Agreement will not contravene any provision of applicable law, or (A) the organizational documents of such Selling Stockholder, or (B) any agreement or other instrument binding upon such Selling Stockholder that is material to such Selling Stockholder, (C) any provision of applicable law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except, in the case of clauses (B) and (C), such contraventions as would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency agency, other than those obtained, is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) Such Selling Stockholder has, and on the Closing Date (as defined below) will have, valid title to, or a valid “"security entitlement” " within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “"UCC”") in respect of, the Shares to be sold by such Selling Stockholder Stockholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”"CEDE") or such other nominee as may be designated by the The Depository Trust Company (“"DTC”"), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts account of the Underwriters Underwriter (assuming that neither DTC nor any such the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “"protected purchaser” " of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “"adverse claim”", within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s 's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “"clearing corporation” " within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts account of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC. (e) The BCP Selling Stockholders represent and warrant that (i) The Blackstone the BCP Selling Stockholders Information contained in the Registration Statement, when it became effective, did not contain, and if the Registration Statement is amended or supplemented, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading and (ii) the BCP Selling Stockholders Information contained in the Time or Sale Prospectus or any amendments or supplements thereto the Prospectus does not include contain and, if the Time of Sale Prospectus is amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided that the representations and warranties set forth in this paragraph are limited solely to Blackstone BCP Selling Stockholders Information. The Underwriters Underwriter and the BCP Selling Stockholders agree that “Blackstone Information” consists solely of [the biographical information with respect to Xxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx incorporated by reference into the Registration Statement and the information with respect to the Selling Stockholders under the caption “Selling Stockholders” in the Prospectus.”]that