Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Optionoption. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option option under the Securities Act.

Representations and Warranties of Optionee. Notwithstanding Section 4.1 Optionee hereby represents, warrants and covenants to Optionor as of the foregoingdate hereof that: (a) Optionee is a duly organized and validly existing under the laws of the State of Delaware. Optionee has the full power and authority to (a) exercise the Put Option, (b) enter into the Transaction contemplated by this Agreement, (c) sell the Option shall Interest, and (d) to execute, deliver, and perform this Agreement and the Closing Documents. (b) There are no suits, actions, or proceedings pending or, to the knowledge of Optionee, threatened against or affecting Optionee, the Partnership or the 718 Premises before or by any court or administrative agency or officer or in arbitration or mediation, to prohibit or enjoin the consummation of the Transaction provided for herein or which could materially and adversely affect the ability of Optionee to exercise the Put Option, sell the Option Interest and perform its obligations under this Agreement and the Closing Documents. (c) No consent, approval, or other action of or filing or registration with, any governmental agency or commission is required in connection with the execution, delivery, observance, or performance by Optionee of this Agreement or the Transaction provided for herein. (d) The execution and delivery of this Agreement and the other Closing Documents, the exercise of the Put Option, the sale of the Option Interest, the Transaction provided for herein and the transactions provided for in the Closing Documents, respectively, and compliance with or fulfillment of the terms hereof and thereof, will not be exercisable by violate any law, rule, regulation, judgment, order, decree, writ, or injunction applicable to Optionee or any subsidiary of Optionee. (e) Optionee represents that Optionee is not a Prohibited Person, as such term is hereinafter defined. “Prohibited Person” means any of the Optionee unless: following, (a) a Registration Statement under person or entity that is listed in the Securities Act of 1933Annex to, as amended or otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the "Securities Act"“Executive Order”); (b) with respect a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the shares of Common Stock to be received upon provisions of, the exercise Executive Order; (c) a person or entity that is named as a “specially designated national” or “blocked person” or persons or entities with whom a citizen of the Option shall be effective and United States is restricted from doing business with by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States including those listed on the most current at list published by the time U.S. Treasury Department’s Office of exerciseForeign Assets Control; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (xd) a Registration Statement under the Securities Act which person or entity that is effective and current affiliated with respect to the shares of Common Stock being soldany person or entity identified in clause (a), or (yb), and/or (c) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities Actabove.