Common use of Representations and Warranties of Holdings Clause in Contracts

Representations and Warranties of Holdings. Holdings represents and warrants that (a) it is a limited partnership duly formed and is validly existing under the laws of the State of Delaware, (b) it has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof, (c) the execution and delivery of this Agreement by Holdings and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of Holdings, (d) this Agreement constitutes a legal, valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and (e) the execution, delivery and performance of this Agreement by Holdings and the consummation by Holdings of the transactions contemplated hereby will not (i) result in a violation of the LP Agreement, (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, suspension, amendment, acceleration or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which Holdings is a party or by which any property or asset of Holdings is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to Holdings or by which any property or asset of Holdings is bound or affected.

Representations and Warranties of Holdings. Holdings represents and warrants that (a) it is a limited partnership liability company duly formed and is validly existing under the laws of the State of Delaware, (b) it has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof, (c) the execution and delivery of this Agreement by Holdings and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of Holdings, (d) this Agreement constitutes a legal, valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and generally, (e) the execution, delivery and performance of this Agreement by Holdings and the consummation by Holdings of the transactions contemplated hereby will not (i) result in a violation of the LP LLC Agreement, (ii) conflict with, result in a breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, suspension, amendment, acceleration or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which Holdings is a party or by which any property or asset of Holdings is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to Holdings or by which any property or asset of Holdings is bound or affected, and (f) Holdings is an entity treated as a partnership for U.S. federal income tax purposes and is not classified as a “publicly traded partnership” as defined under Section 7704 of the Code.

Representations and Warranties of Holdings. Holdings hereby represents and warrants that (as of the date hereof and as of the Closing) to, and covenants and agrees with, Rollover Investor as follows: (a) it Holdings is a private limited partnership company duly formed organized and is validly existing under the laws Laws of the State of DelawareEngland and Wales, (b) it and has all requisite legal power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereofperform its obligations hereunder and to own, lease and operate its properties and assets and to carry on its business as presently conducted. (cb) the execution and delivery of this Agreement by Holdings and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary partnership All corporate action on the part of Holdings, (d) Holdings necessary for the execution and delivery by Holdings of this Agreement and the performance of its obligations hereunder has been taken. This Agreement constitutes a legal, valid and legally binding obligation of Holdings enforceable against Holdings in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, reorganization or similar laws relating to or limiting Laws affecting creditors’ rights generally and, as to enforceability, by general principles of equity. (c) The execution and (e) the execution, delivery and performance by Holdings of this Agreement by Holdings and the consummation by Holdings performance of the transactions contemplated hereby its obligations hereunder will not result in (i) result in a any violation of the LP Agreementits organizational documents, (ii) conflict withany breach of, result in a breach or violation of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any indenture or give rise to any rights of termination, suspension, amendment, acceleration other agreement or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which Holdings is a party or instrument by which any it or its property or asset of Holdings is bound or affected, or (iii) result in a any violation of any lawapplicable Law, ruleregulation or court decree. (d) When issued in accordance with the terms of this Agreement, regulationthe Rollover Interests will be duly authorized, ordervalidly issued, judgment fully paid and non-assessable and free and clear of all Encumbrances, except (i) as set forth in the Term Sheet or decree applicable the Partnership Agreement, (ii) liens created by or imposed upon Rollover Investor and (iii) restrictions on transfer under federal, state and/or foreign securities Laws. (e) As of immediately prior to the Closing, Parent is treated as a foreign partnership for U.S. federal income tax purposes and indirectly owns all of the issued and outstanding equity interests in Holdings. Immediately following the Acquisition Agreement Closing, Parent shall indirectly own all of the issued and outstanding equity interests in Holdings, and Holdings or by which any property or asset shall own, beneficially and of Holdings is bound or affectedrecord, all of the issued and outstanding equity interests in the Company, other than the Rollover Shares.

Representations and Warranties of Holdings. Holdings hereby represents and warrants that to Executive as follows both as of the date hereof and as of the date of any Unrestricted Shares Repurchase: (a) it Holdings is a limited partnership duly formed and is organized, validly existing and in good standing under the laws of the State of Delaware, (b) it Delaware and has all requisite corporate power and authority to enter into carry on its business as now conducted and perform as proposed to be conducted. (b) Holdings has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions all other agreements and instruments contemplated hereby in accordance with to which Holdings is a party and to perform its obligations hereunder and thereunder, and this Agreement and all such other agreements and instruments have been duly authorized, executed and delivered by Holdings and, assuming the terms hereof, (c) the due execution and delivery of this Agreement by Holdings and the consummation by it of the transactions all other agreements and instruments contemplated hereby have been duly authorized to which Holdings is a party by all necessary partnership action on the part of Holdingsother parties hereto and thereto, (d) this Agreement constitutes a legalare valid, valid binding and binding obligation of Holdings enforceable against Holdings in accordance with its their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and . (ec) the The execution, delivery and performance of this Agreement by Holdings Holdings, and the consummation fulfillment of and compliance with the terms hereof by Holdings of the transactions contemplated hereby Holdings, do not and will not (i) result violate or conflict with any requirements of any material contract or obligation of Holdings, including the Charter (as defined in a violation of the LP Stockholders Agreement) or the Stockholders Agreement, (ii) conflict with, result in a breach or violation of, or constitute a default (with or an event which with notice or without the giving of notice, lapse of time or both would become a defaultboth) underany default or event of default under any such material obligation of Holdings, or give rise to a right of termination of, or accelerate the performance required by, any rights terms of termination, suspension, amendment, acceleration or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which Holdings is a party or by which any property or asset of Holdings is bound or affectedsuch material obligation, or (iii) result in a violation of violate any statute, law, ordinance, rule, regulationregulation or order of any court or governmental authority or any judgment, order, judgment order or decree (U.S. federal, state or local or foreign) applicable to Holdings. (d) There are no suits, actions, claims, demands, hearings, indictments, proceedings or investigations pending against Holdings, or, to the knowledge of Holdings, threatened against or involving Holdings, the stockholders of Holdings or by which any property the officers or asset directors of Holdings in connection with the business and affairs of Holdings before any court, arbitrator or administrative or governmental body (U.S. federal, state or local or foreign). Holdings is bound not subject to any judgment, decree, injunction or affectedorder of any court.

Representations and Warranties of Holdings. Holdings represents and warrants that that: (a) it Holdings is a limited partnership corporation duly formed and is organized, validly existing and in good standing under the laws of the State of Delaware, (b) it . Holdings has all the requisite power and authority to enter into execute and perform deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby in accordance with the terms hereof, (c) the hereby. The execution and delivery by Holdings of this Agreement Agreement, the performance by Holdings of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary partnership action on the part of Holdings, (d) this . This Agreement has been duly and validly executed and delivered by Holdings and constitutes a legal, valid and binding obligation of Holdings Holdings, enforceable against Holdings in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and . (eb) the The execution, delivery and performance of this Agreement by Holdings Holdings, and the consummation by Holdings of the transactions contemplated hereby and thereby, will not (i) conflict with, or constitute a default under, any agreement, indenture or instrument to which Holdings is a party, or result in a violation of the LP Agreement, (ii) conflict with, result in a breach Holdings' constituent documents or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, suspension, amendment, acceleration or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which Holdings is a party or by which any property or asset of Holdings is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to of any court or governmental authority having jurisdiction over Holdings or any of its properties, and no consent, authorization or order of, or filing or registration with, any court or governmental authority is required by which any property or asset Holdings for the execution, delivery and performance of Holdings is bound or affectedthis Agreement.