Common use of Representations and Warranties of Principal Stockholders Clause in Contracts

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder Beneficially Owns the number of shares of Company Securities set forth on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever and with full and sole power to vote the Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder does not Beneficially Own any other Company Securities or hold any securities convertible into or exchangeable for Company Securities; (c) Except as set forth on Schedule I hereto, such Principal Stockholder is the record holder of the Owned Shares; (d) This Agreement has been duly executed by such Principal Stockholder and constitutes the valid and legally binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (e) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy contained herein do not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documents, or any law, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (other than any necessary filing under the Exchange Act); (g) The execution, delivery and performance of this Agreement by such Principal Stockholder and the other signatories hereto and the proxy contained herein do not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Person, with respect to the Owned Shares or any other security of the Company (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities or other securities of the Company) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 of this Agreement; and (h) Such Principal Stockholder has received a copy of the Merger Agreement. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company as to which Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each of the Principal Stockholder Stockholders represents and warrants warrants, severally, to Parent KCS as followsfollows as of the Effective Date: (a) Such Principal Stockholder Beneficially Owns is either (i) an entity that is duly organized, validly existing and in good standing under the number laws of shares its jurisdiction of Company Securities set forth on Schedule I attached hereto organization, with full power and authority to enter into, execute and deliver this Stockholders’ Agreement and to perform and observe fully its obligations hereunder and to perform the transactions contemplated hereby, or (ii) a natural person who has the “Owned Shares”legal capacity to enter into this Stockholders’ Agreement and to consummate the transactions contemplated hereby. Such Principal Stockholder has taken all action required by law, such Person’s organizational or governing documents (if applicable), free from any lienor otherwise to authorize the execution, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right delivery and performance of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever this Stockholders’ Agreement and with full and sole power to vote the Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, consummation by such Principal Stockholder does not Beneficially Own any other Company Securities or hold any securities convertible into or exchangeable for Company Securities; (c) Except as set forth on Schedule I hereto, such Principal Stockholder is the record holder of the Owned Shares; (d) transactions contemplated hereby. This Stockholders’ Agreement has been duly and validly executed and delivered by such Principal Stockholder and, assuming due authorization, execution and delivery by KCS, constitutes the valid and legally binding obligation legal obligations of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, terms (i) except to the extent that (x) the enforceability thereof may be as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditor’s rights generally statutory and other laws regarding fraudulent conveyances and preferential transfers, and (yii) subject to the availability of equitable remedies may be limited limitations imposed by general equitable principles (regardless of general applicability;whether such enforceability is considered in a proceeding at law or in equity). (eb) The execution, delivery and performance of this Stockholders’ Agreement by such Principal Stockholder and does not (i) violate, conflict with or result in any breach of any provision of the proxy contained herein do not violate organizational or breachgoverning documents of any of such Principal Stockholder (if applicable), and will not give rise to any (ii) violate, conflict with or result in a violation or breach of, such or constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or require any notice under, or require the consent of any other party to, or result in the acceleration of, or entitle any party to accelerate any obligation or agreement, or result in the loss of any benefit or the imposition of any fee or penalty, or give rise to the creation of any lien or encumbrance upon any of the respective properties or assets of TMM, TMMH or MM or any of their respective Affiliates or any of the Principal Stockholder’s certificate Stockholders, in each case under any of formation the terms, conditions or limited liability company provisions of any debt, note, bond, mortgage, indenture, deed of trust, license, lease, permit, agreement or other organizational documents, instrument or any law, contract, instrument, arrangement or agreement by obligation to which such Principal Stockholder is bound; a party or by which they or any of their respective properties or assets may be bound or affected or (fc) The executionviolate any Rules (including foreign, delivery federal and performance state securities laws) of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (other than any necessary filing under the Exchange Act); (g) The execution, delivery and performance of this Agreement by Authority applicable to such Principal Stockholder and the other signatories hereto and the proxy contained herein do not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personof their respective properties, with respect to the Owned Shares assets or any other security of the Company (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities or other securities of the Company) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 of this Agreementoperations; and (hc) Such Except for shares of Common Stock issuable pursuant to the Acquisition Agreement, neither such Principal Stockholder has received a copy nor any controlled Affiliate of the Merger Agreement. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company as to which Beneficial Ownership is acquired by a such Principal Stockholder after is the execution hereofbeneficial owner of any Voting Securities of KCS. (d) To the best of their knowledge, no insolvency proceedings against TMM or any of its Subsidiaries are pending.

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder Beneficially Owns He, she or it is the Beneficial Owner of the number of shares of Company Securities Parent Common Stock set forth opposite his, her or its name on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever whatsoever, other than those created by this Agreement, as described on Schedule I attached hereto, or under applicable federal or state securities laws, and with full and sole power to vote the Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder he, she or it does not Beneficially Own any other Company Securities Parent Common Stock or hold any securities convertible into or exchangeable for Company SecuritiesParent Common Stock and has no other voting rights with respect to any such securities; (c) Except as set forth on Schedule I hereto, such Principal Stockholder he, she or it is the record holder of the Owned Shares entitled to vote or to execute written consents with respect to such Owned Shares; (d) This Agreement has been duly executed by such Principal Stockholder and constitutes the valid and legally binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except to the extent that as may be limited by (x) the enforceability thereof may be limited by Laws of general application relating to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium or other similar laws affecting the relief of debtors and enforcement of creditor’s creditors’ rights generally in general, and (y) the availability rules of Law governing specific performance, injunctive relief, other equitable remedies may be limited by equitable and other general principles of general applicabilityequity; (e) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy contained herein do does not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documentsdocuments (if such Principal Stockholder is not an individual), or any lawLaw, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy of such Principal Stockholder contained herein do not, and performance of this Agreement by such Principal Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign; (g) The execution, delivery and performance of this Agreement by such Principal Stockholder and the other signatories hereto and the proxy of such Principal Stockholder contained herein do does not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personperson, with respect to the Owned Shares or any other security of the Company Parent (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities Parent Common Stock or other securities of the CompanyParent) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 6 of this Agreement; (h) He, she or it understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon his, her or its execution and delivery of the Parent Stockholder Approval and this Agreement, and he, she or it has read the Purchase Agreement carefully and fully understands the terms and provisions thereof; and (hi) Such The representations and warranties by each Principal Stockholder has received a copy in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property Law and the Merger AgreementLaws affecting the rights of marital partners generally. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company Parent as to which record or Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder He or it Beneficially Owns the number of shares of Company Securities Seller Common Stock set forth on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever and with full and sole power to vote the Owned Shares without the consent or approval of any other Personperson or entity; (b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder he or it does not Beneficially Own any other Company Securities Seller Common Stock or hold any securities convertible into or exchangeable for Company SecuritiesSeller Common Stock; (c) Except as set forth on Schedule I hereto, such Principal Stockholder he or it is the record holder of the Owned Shares; (d) This Agreement has been duly executed by each such Principal Stockholder and constitutes the valid and legally binding obligation of each such Principal Stockholder, enforceable against each such Principal Stockholder in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (e) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the proxy contained herein do does not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documentsdocuments (if such Principal Stockholder is not an individual), or any law, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign; (g) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the other signatories hereto and the proxy contained herein do does not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personperson, with respect to the Owned Shares or any other security of the Company Seller (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities Seller Common Stock or other securities of the CompanySeller) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 6 of this Agreement; and (h) Such The representations and warranties by each Principal Stockholder has received a copy in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property laws and the Merger Agreementlaws affecting the rights of marital partners generally. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company Seller as to which Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder He or it Beneficially Owns the number of shares of Company Securities Seller Common Stock set forth on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever and with full and sole power to vote the Owned Shares without the consent or approval of any other Personperson or entity; (b) Except for the Owned Shares and the options to purchase Seller Common Stock set forth on Schedule I, such Principal Stockholder he or it does not Beneficially Own any other Company Securities Seller Common Stock or hold any securities convertible into or exchangeable for Company SecuritiesSeller Common Stock; (c) Except as set forth on Schedule I hereto, such Principal Stockholder he or it is the record holder of the Owned Shares; (d) This Agreement has been duly executed by each such Principal Stockholder and constitutes the valid and legally binding obligation of each such Principal Stockholder, enforceable against each such Principal Stockholder in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (e) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the proxy contained herein do does not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documentsdocuments (if such Principal Stockholder is not an individual), or any law, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign; (g) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the other signatories hereto and the proxy contained herein do does not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personperson, with respect to the Owned Shares or any other security of the Company Seller (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities Seller Common Stock or other securities of the CompanySeller) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 6 of this Agreement; and (h) Such The representations and warranties by each Principal Stockholder has received a copy in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property laws and the Merger Agreementlaws affecting the rights of marital partners generally. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company Seller as to which Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder He or it Beneficially Owns the number of shares of Company Securities Seller Common Stock set forth on Schedule I attached hereto (the “"Owned Shares”"), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever and with full and sole power to vote the Owned Shares without the consent or approval of any other Personperson or entity; (b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder he or it does not Beneficially Own any other Company Securities Seller Common Stock or hold any securities convertible into or exchangeable for Company SecuritiesSeller Common Stock; (c) Except as set forth on Schedule I hereto, such Principal Stockholder he or it is the record holder of the Owned Shares; (d) This Agreement has been duly executed by each such Principal Stockholder and constitutes the valid and legally binding obligation of each such Principal Stockholder, enforceable against each such Principal Stockholder in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s 's rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (e) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the proxy contained herein do does not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s 's certificate of formation or limited liability company agreement or other organizational documentsdocuments (if such Principal Stockholder is not an individual), or any law, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign; (g) The execution, delivery and performance of this Agreement by each such Principal Stockholder and the other signatories hereto and the proxy contained herein do does not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s 's knowledge, in any other signatory hereto or any other Personperson, with respect to the Owned Shares or any other security of the Company Seller (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities Seller Common Stock or other securities of the CompanySeller) pursuant to any stockholders’ ' agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 6 of this Agreement; and (h) Such The representations and warranties by each Principal Stockholder has received a copy in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property laws and the Merger Agreementlaws affecting the rights of marital partners generally. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company Seller as to which Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows: (a) Such Principal Stockholder Beneficially Owns He, she or it is the Beneficial Owner of the number of shares of Company Securities Parent Common Stock set forth opposite his, her or its name on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever whatsoever, other than those created by this Agreement, as described on Schedule I attached hereto, or under applicable federal or state securities laws, and with full and sole power to vote the Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder he, she or it does not Beneficially Own any other Company Securities Parent Common Stock or hold any securities convertible into or exchangeable for Company SecuritiesParent Common Stock and has no other voting rights with respect to any such securities; (c) Except as set forth on Schedule I hereto, such Principal Stockholder he, she or it is the record holder of the Owned Shares entitled to vote or to execute written consents with respect to such Owned Shares; (d) This Agreement has been duly executed by such Principal Stockholder and constitutes the valid and legally binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except to the extent that as may be limited by (x) the enforceability thereof may be limited by Laws of general application relating to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium or other similar laws affecting the relief of debtors and enforcement of creditor’s creditors’ rights generally in general, and (y) the availability rules of Law governing specific performance, injunctive relief, other equitable remedies may be limited by equitable and other general principles of general applicabilityequity; (e) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy contained herein do does not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documentsdocuments (if such Principal Stockholder is not an individual), or any lawLaw, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound; (f) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy of such Principal Stockholder contained herein do not, and performance of this Agreement by such Principal Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign; (g) The execution, delivery and performance of this Agreement by such Principal Stockholder and the other signatories hereto and the proxy of such Principal Stockholder contained herein do does not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personperson, with respect to the Owned Shares or any other security of the Company Parent (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities Parent Common Stock or other securities of the CompanyParent) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 6 of this Agreement; (h) He, she or it understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon his, her or its execution and delivery of the Parent Stockholder Approval and this Agreement, and he, she or it has read the Purchase Agreement carefully and fully understands the terms and provisions thereof; and (hi) Such The representations and warranties by each Principal Stockholder has received a copy in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property Law and the Merger AgreementLaws affecting the rights of marital partners generally. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company Parent as to which record or Beneficial Ownership is acquired by a Principal Stockholder after the execution hereof.

Representations and Warranties of Principal Stockholders. Each of the Principal Stockholder Stockholders represents and warrants warrants, severally, to Parent KCS as followsfollows as of the Effective Date: (a) Such Principal Stockholder Beneficially Owns is either (i) an entity that is duly organized, validly existing and in good standing under the number laws of shares its jurisdiction of Company Securities set forth on Schedule I attached hereto organization, with full power and authority to enter into, execute and deliver this Stockholders' Agreement and to perform and observe fully its obligations hereunder and to perform the transactions contemplated hereby, or (ii) a natural person who has the “Owned Shares”legal capacity to enter into this Stockholders' Agreement and to consummate the transactions contemplated hereby. Such Principal Stockholder has taken all action required by law, such Person's organizational or governing documents (if applicable), free from any lienor otherwise to authorize the execution, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right delivery and performance of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever this Stockholders' Agreement and with full and sole power to vote the Owned Shares without the consent or approval of any other Person; (b) Except for the Owned Shares set forth on Schedule I, consummation by such Principal Stockholder does not Beneficially Own any other Company Securities or hold any securities convertible into or exchangeable for Company Securities; (c) Except as set forth on Schedule I hereto, such Principal Stockholder is the record holder of the Owned Shares; (d) transactions contemplated hereby. This Stockholders' Agreement has been duly and validly executed and delivered by such Principal Stockholder and, assuming due authorization, execution and delivery by KCS, constitutes the valid and legally binding obligation legal obligations of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, terms (i) except to the extent that (x) the enforceability thereof may be as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, including the enforcement effect of creditor’s rights generally statutory and other laws regarding fraudulent conveyances and preferential transfers, and (yii) subject to the availability of equitable remedies may be limited limitations imposed by general equitable principles (regardless of general applicability;whether such enforceability is considered in a proceeding at law or in equity). (eb) The execution, delivery and performance of this Stockholders' Agreement by such Principal Stockholder and does not (i) violate, conflict with or result in any breach of any provision of the proxy contained herein do not violate organizational or breachgoverning documents of any of such Principal Stockholder (if applicable), and will not give rise to any (ii) violate, conflict with or result in a violation or breach of, such or constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or require any notice under, or require the consent of any other party to, or result in the acceleration of, or entitle any party to accelerate any obligation or agreement, or result in the loss of any benefit or the imposition of any fee or penalty, or give rise to the creation of any lien or encumbrance upon any of the respective properties or assets of TMM, TMMH or MM or any of their respective Affiliates or any of the Principal Stockholder’s certificate Stockholders, in each case under any of formation the terms, conditions or limited liability company provisions of any debt, note, bond, mortgage, indenture, deed of trust, license, lease, permit, agreement or other organizational documents, instrument or any law, contract, instrument, arrangement or agreement by obligation to which such Principal Stockholder is bound; a party or by which they or any of their respective properties or assets may be bound or affected or (fc) The executionviolate any Rules (including foreign, delivery federal and performance state securities laws) of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (other than any necessary filing under the Exchange Act); (g) The execution, delivery and performance of this Agreement by Authority applicable to such Principal Stockholder and the other signatories hereto and the proxy contained herein do not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other signatory hereto or any other Personof their respective properties, with respect to the Owned Shares assets or any other security of the Company (including, without limitation, voting rights and rights to purchase or sell any shares of Company Securities or other securities of the Company) pursuant to any stockholders’ agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to Section 8 of this Agreementoperations; and (hc) Such Except for shares of Common Stock issuable pursuant to the Acquisition Agreement, neither such Principal Stockholder has received a copy nor any controlled Affiliate of the Merger Agreement. For all purposes of this Agreement, Owned Shares shall include any shares of capital stock of the Company as to which Beneficial Ownership is acquired by a such Principal Stockholder after is the execution hereofbeneficial owner of any Voting Securities of KCS. (d) To the best of their knowledge, no insolvency proceedings against TMM or any of its Subsidiaries are pending.