Common use of REPRESENTATIONS AND WARRANTIES OF PUBCO Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants to each Transferring Party that: (a) Pubco is validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as it is currently being conducted, and, at the Effective Time, will have all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as described in the organizational documents of Pubco. (b) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, are within its corporate powers and have been duly authorized by all necessary corporate action. Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of Pubco. (c) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) contravene or conflict with, or constitute a violation of the organizational documents of Pubco; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any material agreement or order binding on Pubco. (d) At the Effective Time, the Texas Wasatch Note to be issued to the Transferring Parties shall be (i) validly issued, and (ii) duly authorized, fully paid and nonassessable, free and clear of any and all Liens except for any restrictions set forth in the organizational documents of Pubco and transfer restrictions under applicable securities laws.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants to each Transferring Party Post-IPO LLC Member that: (a) Pubco is validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as it is currently being conducted, and, at the Effective Time, will have all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as described in the organizational documents of Pubco. (b) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, are within its corporate powers and have been duly authorized by all necessary corporate action. Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of Pubco. (c) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) contravene or conflict with, or constitute a violation of the organizational documents of Pubco; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any material agreement or order binding on Pubco. (d) At the Effective Time, the Texas Wasatch Note Class B Shares to be issued to the Transferring Parties each Post-IPO LLC Member shall be (i) validly issued, and (ii) duly authorized, fully paid and nonassessable, free and clear of any and all Liens except for any restrictions set forth in the organizational documents of Pubco and transfer restrictions under applicable securities laws.

REPRESENTATIONS AND WARRANTIES OF PUBCO. Pubco represents and warrants to each Transferring Party that: (a) Pubco is validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as it is currently being conducted, and, at the Effective Time, will have all requisite corporate power and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as described in the organizational documents of Pubco. (b) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, are within its corporate powers and have been duly authorized by all necessary corporate action. Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of Pubco. (c) The execution, delivery and performance by Pubco of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) contravene or conflict with, or constitute a violation of the organizational documents of Pubco; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any material agreement or order binding on Pubco. (d) At the Effective Time, the Texas Wasatch Goosehead Management Note to be issued to the Transferring Parties shall be (i) validly issued, and (ii) duly authorized, fully paid and nonassessable, free and clear of any and all Liens except for any restrictions set forth in the organizational documents of Pubco and transfer restrictions under applicable securities laws.