Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to Stockholder as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of the organizational documents of Parent or Purchaser or (B) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to Stockholder the Stockholders, as of the date hereof and as of the Closing, as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state their respective jurisdiction of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregateincorporation, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming the Merger. The due authorization, execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, the Company and the consummation by Parent and Purchaser of the transactions contemplated herebyStockholders, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes is a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtterms. (c) The execution, Neither the execution and delivery and of this Agreement nor the performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and their respective obligations hereunder will not (i) conflict with, or result in the a violation or breach or termination of of, or constitute a default (or an event that, with or without the giving of notice or the lapse of time or both, would result in a default) under or give rise to any right of termination, amendment, cancellation, or acceleration under, (Ai) to the extent applicabletheir respective certificates of incorporation or bylaws, any provisions of the organizational documents of Parent or Purchaser or (Bii) any notecontract, bond, mortgage, indenture, Contractcommitment, agreement, leaseunderstanding, license, permit arrangement or other instrument or obligation restriction of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, bound or (iiiii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, writ, decree, order or decree or any federal, state, local or foreign statute, Law ruling applicable to Parent or Purchaser, ; except in each the case under of clauses (iii) and (ii), iii) for any such conflicts, breachesviolations, terminations, violations breaches or absence of consents or notices which defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or materially adversely affect delay the ability consummation by Parent or Purchaser of each the transactions contemplated hereby. (d) Neither the execution and delivery of this Agreement nor the performance by Parent and Purchaser of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to perform its obligations hereunderParent or Purchaser or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the HSR Act or the federal securities laws. (e) Any Shares acquired upon exercise of the Purchase Option (as defined below) will be acquired for Parent's or Purchaser's own account, for investment purposes only and will not be, and the Purchase Option is not being, acquired by Parent and Purchaser with a view to public distribution thereof in violation of any applicable provisions of the Securities Act of 1933, as amended (the "Securities Act").

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to Stockholder the Stockholder, as of the date hereof and as of the Closing Date, as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state State of New York, in the case of Parent, and Delaware, in has the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and performance of this Agreement. (b) This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming the Merger. The due execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes is a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms terms, except that (i) such enforcement the enforceability hereof may be subject to applicable bankruptcy, insolvency or other similar Lawslaws, now or hereafter hereinafter in effect, affecting creditors’ ' rights generally generally, and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, Neither the execution and delivery and of this Agreement nor the performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and their respective obligations hereunder will not (i) conflict with, or result in the a violation or breach or termination of of, or constitute a default (or an event that, with or without the giving of notice or the lapse of time or both, would result in a default) under or give rise to any right of termination, amendment, cancellation, or acceleration under, (Ai) to the extent applicabletheir respective certificates of incorporation or bylaws, any provisions of the organizational documents of Parent or Purchaser or (Bii) any notecontract, bond, mortgage, indenture, Contractcommitment, agreement, leaseunderstanding, license, permit arrangement or other instrument or obligation restriction of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, bound or (iiiii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, writ, decree, order or decree or any federal, state, local or foreign statute, Law ruling applicable to Parent or Purchaser, ; except in each the case under of clauses (iii) and (ii), iii) for any such conflicts, breachesviolations, terminations, violations breaches or absence of consents or notices which defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or materially adversely affect delay the ability consummation by Parent or Purchaser of each the transactions contemplated hereby. (d) Neither the execution and delivery of this Agreement nor the performance by Parent and Purchaser of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to perform its obligations hereunderParent or Purchaser or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the HSR Act or the federal securities laws. (e) Any Shares acquired upon exercise of the Parent Option will be acquired for Parent's own account, for investment purposes only and will not be, and the Parent Option is not being, acquired by Parent with a view to public distribution thereof in violation of any applicable provisions of the Securities Act of 1933, as amended (the "Securities Act").

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent ----------------------------------------------------- and Purchaser represent hereby represent, warrant and warrant covenant to Stockholder Shareholder as follows: (a) Each Parent is a corporation duly organized and validly existing under the laws of Parent the State of Delaware, and Purchaser is a corporation duly organized, organized and validly existing under the laws of the State of Delaware and each of them is in good standing under the laws of the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conductedincorporation. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to Agreement and perform its their respective obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerhereunder. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer this Agreement and the Merger, performance by Parent and Purchaser of their respective obligations hereunder have been duly and validly authorized by all necessary corporation action, the Board of Directors of each of Parent and Purchaser and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, Purchaser and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation agreement each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms except that to the extent (i) such enforcement may be subject to the limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting creditors’ creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The executionExcept for filings, delivery authorizations, consents and performance by each approvals as may be required under, and other applicable requirements of Parent the HSR Act and Purchaser the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Parent or Purchaser and the consummation by Parent or Purchaser of the transactions contemplated hereby do not and will not (iii) none of the execution and delivery of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof shall (A) conflict with, with or result in any breach of the certificate of incorporation or by- laws of Parent or Purchaser, or (B) result in a violation or breach or termination of of, or constitute a default (with or without the giving of notice or the lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under (A) to any of the extent applicableterms, any conditions or provisions of the organizational documents of Parent or Purchaser or (B) any note, loan agreement, bond, mortgage, indenture, Contract, agreement, lease, license, permit contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is or any of their respective properties or assets may be bound, or (ii) violateviolate any order, or require any consentwrit, approvalinjunction, or notice under (other than any consentdecree, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law rule or regulation applicable to Parent or PurchaserPurchaser or any of their respective properties or assets. As of immediately prior to the execution of this Agreement, except in each case under (i) and (ii)no litigation is pending or, for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect to the ability of each knowledge of Parent and Purchaser, threatened involving Parent or Purchaser relating in any way to perform its obligations hereunderthis Agreement, the Merger Agreement or any transactions contemplated hereby or thereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to Stockholder the Shareholders, as of the date hereof and as of any Closing, as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation, has the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and the Merger. The execution and delivery performance of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Agreement. (b) This Agreement has been duly authorized and validly executed and delivered by Parent and PurchaserPurchaser and, and assuming due authorization, execution and delivery by the Stockholder, this Agreement constitutes a legalvalid and binding agreement of the Company and each of the Shareholders, is a valid and binding obligation of each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtterms. (c) The execution, Neither the execution and delivery and of this Agreement nor the performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and their respective obligations hereunder will not (i) conflict with, or result in the a violation or breach or termination of of, or constitute a default (or an event that, with or without the giving of notice or the lapse of time or both, would result in a default) under or give rise to any right of termination, amendment, cancellation, or acceleration under, (Ai) to the extent applicabletheir respective certificates of incorporation or bylaws, any provisions of the organizational documents of Parent or Purchaser or (Bii) any notecontract, bond, mortgage, indenture, Contractcommitment, agreement, leaseunderstanding, license, permit arrangement or other instrument or obligation restriction of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, bound or (iiiii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, writ, decree, order or decree or any federal, state, local or foreign statute, Law ruling applicable to Parent or Purchaser, ; except in each the case under (i) and of clause (ii), ) for any such conflicts, breachesviolations, terminations, violations breaches or absence of consents or notices which defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or materially adversely affect delay the ability performance by Parent or Purchaser of each their obligations hereunder. (d) Neither the execution and delivery of this Agreement nor the performance by Parent and Purchaser of their respective obligations hereunder will violate any law, decree, statute, rule or regulation applicable to perform its Parent or Purchaser or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other governmental body or authority, the violation of which or failure to take any such action would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the performance by Parent or Purchaser of their obligations hereunder, other than any required notices or filings pursuant to federal or state securities laws. (e) Any Securities acquired upon exercise of the Purchase Option (as defined herein) will be acquired for Parent’s or Purchaser’s own account, and will not be, and the Purchase Option is not being, acquired by Parent and Purchaser with a view to public distribution thereof in violation of any applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”).

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent hereby, jointly and warrant severally, represents and warrants to Stockholder the Shareholders as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of New York, jurisdiction in the case of Parentwhich it is incorporated, and Delaware, in the case each of Purchaser, Parent and Purchaser has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and performance of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by each of Parent and Purchaser and constitutes a valid and binding obligation of Parent and Purchaser enforceable in accordance with its terms, subject to the Merger. The effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, the performance by Parent and Purchaser of their obligations hereunder nor the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that hereby will (i) such enforcement may be subject to applicable bankruptcy, insolvency result in a violation or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict withbreach of, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under a default under, or conflict with (A) to the extent applicable, any provisions of the organizational documents of Parent or Purchaser or (B) any note, bond, mortgage, indenture, Contractcontract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Parent or Purchaser is a party or by which Parent or Purchaser is or their assets are bound, except with respect to clause (B) for any such violations, breaches, defaults or conflicts as could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of Parent or Purchaser to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act)under, any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law law, ordinance, rule, regulation, order, judgment, decree or legal requirement applicable to Parent or PurchaserPurchaser or their assets (other than filings required pursuant to Securities Exchange Act of 1934, except in each case under (i) as amended, and (iithe rules promulgated thereunder), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. 7.1 Each of Parent and Purchaser represent represents, warrants and, where applicable, covenants to the Shareholder as follows and warrant to Stockholder as followsacknowledges that the Shareholder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) Each Parent has been duly formed and is validly existing under the laws of Parent the State of Delaware and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder. Purchaser has been duly organized and is a corporation duly organized, validly existing and in good standing under the laws Laws of British Columbia. Parent owns, directly or indirectly, all of the state of New York, in the case of Parent, issued and Delaware, in the case outstanding shares of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.; (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation completion by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, by this Agreement have been duly and validly authorized by all necessary corporation action, corporate or limited liability company action of Parent and Purchaser and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes Purchaser, as the case may be, are necessary to authorize the execution and delivery by it of this Agreement or to consummate the completion by Parent and Purchaser of the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Purchaser, Purchaser and assuming due authorization, execution and delivery by constitutes the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, Purchaser enforceable against Parent and Purchaser each of them in accordance with its terms except that (i) such enforcement may be terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or other similar Laws, now or hereafter in effect, affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and (ii) general principles of equity and public policy and to the remedy of qualification that equitable remedies such as specific performance and injunctive and other forms of equitable relief injunction may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be brought.of competent jurisdiction; and (c) The execution, none of the execution and delivery and performance by each of Parent and or Purchaser of this Agreement and or the consummation completion or performance of the transactions contemplated hereby do not and or the compliance by Parent or Purchaser with its obligations hereunder will not (i) conflict with, or result in the a breach or termination of or constitute a default (with or without the giving notice of notice or the lapse of time or both) under any provision of (Ai) to the extent applicable, any provisions of the organizational constating documents of Parent or Purchaser or Purchaser, (Bii) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit agreement or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser or any of their property or assets is bound, or (iiiii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, decree, order or decree award of any Governmental Authority, or (iv) any federallaw, state, local or foreign statute, Law ordinance, regulation or rule applicable to Parent or Purchaser, except Purchaser in each case under (i) and (ii), for any such conflicts, breaches, terminations, violations the context of the Arrangement or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunderthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent ------------------------------------------------------ and Purchaser represent hereby represent, warrant and warrant covenant to Stockholder Shareholder as follows: (a) Each Parent is a corporation duly organized and validly existing under the laws of Parent the State of Delaware, and Purchaser is a corporation duly organized, organized and validly existing under the laws of the State of Delaware and each of them is in good standing under the laws of the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conductedincorporation. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to Agreement and perform its their respective obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerhereunder. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer this Agreement and the Merger, performance by Parent and Purchaser of their respective obligations hereunder have been duly and validly authorized by all necessary corporation action, the Board of Directors of each of Parent and Purchaser and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, Purchaser and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation agreement each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms except that to the extent (i) such enforcement may be subject to the limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting creditors’ creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The executionExcept for filings, delivery authorizations, consents and performance by each approvals as may be required under, and other applicable requirements of Parent the HSR Act and Purchaser the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Parent or Purchaser and the consummation by Parent or Purchaser of the transactions contemplated hereby do not and will not (iii) none of the execution and delivery of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof shall (A) conflict with, with or result in any breach of the certificate of incorporation or by- laws of Parent or Purchaser, or (B) result in a violation or breach or termination of of, or constitute a default (with or without the giving of notice or the lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under (A) to any of the extent applicableterms, any conditions or provisions of the organizational documents of Parent or Purchaser or (B) any note, loan agreement, bond, mortgage, indenture, Contract, agreement, lease, license, permit contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is or any of their respective properties or assets may be bound, or (ii) violateviolate any order, or require any consentwrit, approvalinjunction, or notice under (other than any consentdecree, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law rule or regulation applicable to Parent or PurchaserPurchaser or any of their respective properties or assets. As of immediately prior to the execution of this Agreement, except in each case under (i) and (ii)no litigation is pending or, for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect to the ability of each knowledge of Parent and Purchaser, threatened involving Parent or Purchaser relating in any way to perform its obligations hereunderthis Agreement, the Merger Agreement or any transactions contemplated hereby or thereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent hereby represent, warrant and warrant covenant to Stockholder Shareholder as follows: (a) Each Parent is a corporation duly organized and validly existing under the laws of Parent the State of Delaware, and Purchaser is a corporation duly organized, organized and validly existing under the laws of the State of Delaware and each of them is in good standing under the laws of the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conductedincorporation. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to Agreement and perform its their respective obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Mergerhereunder. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer this Agreement and the Merger, performance by Parent and Purchaser of their respective obligations hereunder have been duly and validly authorized by all necessary corporation action, the Board of Directors of each of Parent and Purchaser and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, Purchaser and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation agreement each of Parent and Purchaser, enforceable against Parent and Purchaser each of them in accordance with its terms except that to the extent (i) such enforcement may be subject to the limited by applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, laws affecting creditors’ creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The executionExcept for filings, delivery authorizations, consents and performance by each approvals as may be required under, and other applicable requirements of Parent the HSR Act and Purchaser the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Parent or Purchaser and the consummation by Parent or Purchaser of the transactions contemplated hereby do not and will not (iii) none of the execution and delivery of this Agreement by Parent or Purchaser, the consummation by Parent or Purchaser of the transactions contemplated hereby or compliance by Parent or Purchaser with any of the provisions hereof shall (A) conflict with, with or result in any breach of the certificate of incorporation or by- laws of Parent or Purchaser, or (B) result in a violation or breach or termination of of, or constitute a default (with or without the giving of notice or the lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under (A) to any of the extent applicableterms, any conditions or provisions of the organizational documents of Parent or Purchaser or (B) any note, loan agreement, bond, mortgage, indenture, Contract, agreement, lease, license, permit contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is or any of their respective properties or assets may be bound, or (ii) violateviolate any order, or require any consentwrit, approvalinjunction, or notice under (other than any consentdecree, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law rule or regulation applicable to Parent or PurchaserPurchaser or any of their respective properties or assets. As of immediately prior to the execution of this Agreement, except in each case under (i) and (ii)no litigation is pending or, for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect to the ability of each knowledge of Parent and Purchaser, threatened involving Parent or Purchaser relating in any way to perform its obligations hereunderthis Agreement, the Merger Agreement or any transactions contemplated hereby or thereby.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent hereby represents and warrant warrants to each Stockholder as follows: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state its jurisdiction of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conductedincorporation. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporation corporate action, and no other corporate proceedings on the part of Parent or and Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and PurchaserPurchaser and, and assuming due authorization, execution and delivery by the StockholderStockholders, constitutes a legal, valid and binding obligation obligations of Parent and Purchaser, Purchaser enforceable against Parent and Purchaser in accordance with its terms terms, except to the extent that (i) such enforcement may be subject to limited by applicable bankruptcy, insolvency reorganization, insolvency, moratorium, or other similar Laws, now or hereafter in effect, laws affecting creditors’ the enforcement of creditor's rights generally and (ii) the remedy by general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether such enforceability is considered in a proceeding therefor may be broughtin equity or at law. (cb) The execution, execution and delivery and performance of this Agreement by each of Parent and Purchaser do not, and the performance of this Agreement by Parent and the consummation of the transactions contemplated hereby do not and Purchaser will not not, (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of violate the organizational documents of Parent or Purchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (c) have been obtained and all filings and obligations described in subsection (c) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound or affected, or (Biii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage, indenture, Contractcontract, agreement, lease, license, permit permit, franchise or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser or any property or asset of Parent or Purchaser is boundbound or affected, or except, with respect to clauses (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case under (i) and (iiiii), for any such conflicts, violations, breaches, terminationsdefaults or other occurrences as would not, violations individually or absence of consents or notices which would not materially impair in the aggregate, prevent or materially adversely affect delay the ability of each of performance by Parent and Purchaser of any of their obligations pursuant to perform its this Agreement. (c) The execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Exchange Act and the HSR Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Parent and Purchaser of any of their obligations hereunderpursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent hereby represents and warrant warrants to the Stockholder as follows: (a) Each Parent is a public limited liability company duly organized, validly existing and, to the extent applicable, in good standing under the Laws of Parent and Sweden. (b) Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of New York, in the case Delaware. (c) Each of Parent, Parent and Delaware, in the case of Purchaser, and Purchaser has all requisite corporate power and authority to ownexecute, lease deliver and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and performance of this Agreement. (d) This Agreement has been duly and validly authorized, executed and delivered by each of Parent and Purchaser and, assuming this Agreement constitutes a legal, valid and binding obligation of the Stockholder, constitutes the legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of them in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the Merger. The relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (e) Neither the execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and or Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated herebyhereby will violate, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without default, on the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of the organizational documents part of Parent or Purchaser or (B) Purchaser, under any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation Contract of any kind to which either Parent or Purchaser is a party or by which either Parent’s or Purchaser’s properties or assets are bound. The consummation by Parent and Purchaser of the transactions contemplated hereby will not (i) violate any provision of any judgment, order, writ, stipulation, settlement, award or decree applicable to Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) as may be required under the HSR Exchange Act and any filings required pursuant (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the Exchange Act)aggregate, any provision prevent or materially delay or materially impair the performance by either Parent or Purchaser of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case of their obligations under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunderthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represent hereby represents and warrant warrants to Stockholder the Stockholders as follows: (a) Each Parent is a public limited liability company duly organized, validly existing and, to the extent applicable, in good standing under the Laws of Parent and Sweden. (b) Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the state State of New York, in the case Delaware. (c) Each of Parent, Parent and Delaware, in the case of Purchaser, and Purchaser has all requisite corporate power and authority to ownexecute, lease deliver and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby, including and has taken all necessary corporate action to authorize the Offer execution, delivery and performance of this Agreement. (d) This Agreement has been duly and validly authorized, executed and delivered by each of Parent and Purchaser and, assuming this Agreement constitutes a legal, valid and binding obligation of such Stockholder, constitutes the legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of them in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the Merger. The relief of debtors and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (e) Neither the execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and or Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated herebyhereby will violate, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without default, on the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of the organizational documents part of Parent or Purchaser or (B) Purchaser, under any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation Contract of any kind to which either Parent or Purchaser is a party or by which either Parent’s or Purchaser’s properties or assets are bound. The consummation by Parent and Purchaser of the transactions contemplated hereby will not (i) violate any provision of any judgment, order, writ, stipulation, settlement, award or decree applicable to Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that under any statute, law, rule or regulation applicable to either Parent or Purchaser, other than (x) as may be required under the HSR Exchange Act and any filings required pursuant (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the Exchange Act)aggregate, any provision prevent or materially delay or materially impair the performance by either Parent or Purchaser of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case of their obligations under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunderthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Except as specifically disclosed by Parent and Purchaser to Seller in this Agreement and in the Parent and Purchaser Disclosure Schedule attached hereto (the "Parent and Purchaser Disclosure Schedule") (the disclosures in which shall be deemed to modify and qualify only the representations and warranties of Parent and Purchaser to which any such disclosure specifically relates and pertains), Parent and Purchaser represent and warrant warrant, jointly and severally, to Stockholder and for the benefit of Seller as follows: (a) Each DUE ORGANIZATION; GOOD STANDING AND CORPORATE POWER. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased, or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on Parent. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state State of New York, in the case of Parent, and Delaware, in the case of Purchaser, and Jersey. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownershipproperty owned, leasing leased, or operation of its properties or assets operated by it or the conduct nature of its the business requires conducted by it makes such qualificationqualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing, individually or in the aggregate, has not had and standing would not reasonably be expected to have a Parent Material Adverse EffectEffect on Purchaser. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of the organizational documents of Parent or Purchaser or (B) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunder.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent hereby represents and warrant warrants to Stockholder as followsthe Company that: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state State of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease enter into and operate perform its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectobligations under this Stock Option Agreement. (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Stock Option Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, hereby have been duly and validly authorized by all necessary corporation action, the Board of Directors of Parent and Purchaser and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Stock Option Agreement or to consummate the transactions contemplated hereby. This Stock Option Agreement has been duly authorized and validly executed and delivered by Parent and PurchaserPurchaser and, assuming this Stock Option Agreement has been duly executed and assuming due authorization, execution and delivery delivered by the StockholderCompany, constitutes a legal, valid and binding obligation of Parent and Purchaser, Purchaser enforceable against Parent and Purchaser it in accordance with its terms except that (i) such enforcement may be terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws, now laws affecting or hereafter in effect, affecting relating to creditors’ ' rights generally and (ii) generally; the remedy availability of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses remedies; and to the discretion of the court before which any proceeding therefor may be broughtlimitations imposed by law on indemnification for liability under federal securities laws. (c) The execution, delivery and performance by each Each of Parent and Purchaser of this Agreement is acquiring the Option and will acquire the Basic Option Shares and the consummation of Top-Up Option Shares issuable upon the transactions contemplated hereby do exercise thereof for its own account and not and will not (i) conflict with, or result in the breach or termination of or constitute with a default (with or without the giving of notice or the lapse of time or both) under (A) view to the extent applicable, distribution or resale thereof in any provisions of the organizational documents of Parent or Purchaser or (B) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law manner not in accordance with applicable to Parent or Purchaser, except in each case under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunderlaw.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser jointly and severally represent and warrant to Stockholder as followsthe Shareholder (and acknowledge that the Shareholder is relying on these representations and warranties in completing the transactions contemplated hereby) the matters set out below: (a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state State of New York, in the case of Parent, and Delaware, in the case of PurchaserIndiana, and has all requisite necessary corporate power power, authority and authority capacity to own, lease and operate its properties and assets enter into this Agreement and to carry on out its business as it is now being conductedobligations under this Agreement. Each of Parent and Purchaser is duly qualified a corporation incorporated and validly existing under the Laws of Canada, and has all necessary corporate power, authority and capacity to do business enter into this Agreement and is in good standing in each jurisdiction where the ownership, leasing or operation of to carry out its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.obligations under this Agreement; (b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Purchaser. This Agreement has been duly executed and delivered by Parent and Purchaser and constitutes a valid and binding obligation of Parent and Purchaser enforceable against both Parent and Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) None of the execution and delivery by either of Parent or Purchaser of this Agreement or the completion of the transactions contemplated hereby do not and or the compliance by Parent or Purchaser with their respective obligations hereunder will not (i) violate, contravene, result in any breach of, or be in conflict with, or result in the breach or termination of or constitute a default (with under, require any consent to be obtained under, give rise to any termination rights or without the giving payment obligation under, or create a state of facts which after notice or the lapse of time or both) under (A) to the extent applicableboth would constitute a default under, any provisions of the organizational documents term or provision of: (i) any constating or governing documents, by-laws or resolutions of Parent or Purchaser or Purchaser; (Bii) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation of any kind contract to which Parent or Purchaser is a party or by which Parent or Purchaser is or any of the property or assets of Parent or Purchaser are bound, or ; (iiiii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, decree, order or decree award of any Governmental Entity; or (iv) any federalapplicable Laws; (d) There is no private or governmental action, statesuit, local claim, arbitration, investigation or foreign statuteother proceeding in progress or pending before any Governmental Entity, Law applicable or, to the knowledge of Parent or Purchaser, except threatened against Parent or Purchaser or any of its affiliates or any of their directors or officers (in each case under (itheir capacities as such) and (ii)that, for any such conflictsindividually or in the aggregate, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect in any manner Parent’s ability or Purchaser’s ability to enter into this Agreement or perform its obligations under this Agreement. There is no judgment, decree or order against Parent or Purchaser or any of its affiliates or any of their directors or officers (in their capacities as such) that would prevent, enjoin, alter, delay or adversely affect in any manner the ability of each of Parent and or Purchaser to enter into this Agreement or to perform its obligations hereunderunder this Agreement; and (e) No consent, waiver, approval, authorization, Order, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by Parent or Purchaser in connection with the execution and delivery by Purchaser and enforcement against Parent or Purchaser of this Agreement or the consummation of any transactions provided for herein, except for, in either case, for those specifically set forth in the Arrangement Agreement with respect to the consummation of the Arrangement.

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. As an inducement to the Company to enter into this Agreement, Parent and Purchaser hereby, jointly and severally, represent and warrant to Stockholder as followsthe Company that: (a) SECTION 4.01 Corporate Organization Each of Parent and Purchaser is a corporation or similar legal entity duly organizedformed, validly existing and in good standing under the laws of the state jurisdiction of New York, in the case of Parent, and Delaware, in the case of Purchaser, its incorporation or organization and has all the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) SECTION 4.02 Authority Relative to the Transactions Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the MergerTransactions. The execution and delivery by Parent and Purchaser of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, Transactions have been duly and validly authorized by all necessary corporation corporate action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly authorized and validly executed and delivered by Parent and PurchaserPurchaser and, and assuming due authorization, execution and delivery by the StockholderCompany, constitutes a the legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms except that (i) such enforcement may be terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of the court before which any general principles of equity (regardless of whether considered in a proceeding therefor may be broughtat law or in equity). (c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under (A) to the extent applicable, any provisions of the organizational documents of Parent or Purchaser or (B) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which Parent or Purchaser is bound, or (ii) violate, or require any consent, approval, or notice under (other than any consent, approval or notice that may be required under the HSR Act and any filings required pursuant to the Exchange Act), any provision of any judgment, order or decree or any federal, state, local or foreign statute, Law applicable to Parent or Purchaser, except in each case under (i) and (ii), for any such conflicts, breaches, terminations, violations or absence of consents or notices which would not materially impair or materially adversely affect the ability of each of Parent and Purchaser to perform its obligations hereunder.