Common use of REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing: (a) The Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholder pursuant hereto will constitute, valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any note, bond, mortgage, indenture, lease, agreement or other material instrument, permit, concession, grant, franchise or license to which the Selling Shareholder is a party or by which any of his properties or assets may be bound or (b) any judgment, order, decree, injunction, statute, rule, permit, license or regulation applicable to the Selling Shareholder or any of his properties, or (ii) result in the acceleration of any material obligation or the creation of any material lien, charge or encumbrance upon the Selling Shareholder. No authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority is necessary for the execution, delivery and performance of this Agreement by the Selling Shareholder. (b) The Selling Shareholder is the owner of the Shares, free and clear of all liens, claims, charges and other encumbrances, and the shares are held by Prudential Securities, as custodian, through an account on the book entry system maintained by the Depository Trust Corporation. Upon the Closing, the Selling Shareholder shall convey to Purchaser or its permitted assignee good and marketable title to the Shares, free and clear of all liens, claims, charges and other encumbrances. The Selling Shareholder has no right, directly or indirectly, to purchase and has no interest in any shares of Common Stock other than the Shares. (c) The Selling Shareholder has not retained, employed or used any broker or finder in connection with the transactions provided for herein or in connection with the negotiation thereof. (d) The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, by means of any general advertising or by any other form of general solicitation. The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, in any other manner that would require the sale of the Shares to be subject to the registration requirements of the Securities Act of 1933, as amended. The Selling Shareholder confirms that he did not acquire any Shares with a view to, or for, resale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended, which would not be exempt from the registration requirements of such Act.

REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing: (a) The Selling Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and to carry out the transactions contemplated hereby and thereby. All entity actions and proceedings necessary to be taken by or on the part of the Selling Shareholder in connection with the transactions contemplated by this Agreement have been duly and validly taken. (b) The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action. (c) No other act or proceeding on behalf of the Selling Shareholder is necessary to authorize this Agreement or the other documents or instruments to be executed and delivered by the Selling Shareholder pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholder pursuant hereto will constitute, valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any provision of the governing documents of the Selling Shareholder, (b) any note, bond, mortgage, indenture, lease, agreement or other material instrument, permit, concession, grant, franchise or license to which the Selling Shareholder is a party or by which any of his its properties or assets may be bound or (bc) any judgment, order, decree, injunction, statute, rule, permit, license or regulation applicable to the Selling Shareholder or any of his its properties, or (ii) result in the acceleration of any material obligation or the creation of any material lien, charge or encumbrance upon the Selling Shareholder. No authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority is necessary for the execution, delivery and performance of this Agreement by the Selling Shareholder. (bd) The Selling Shareholder is the owner of the Shares, free and clear of all liens, claims, charges and other encumbrances, and the shares are held by Prudential SecuritiesBankers Trust Company, as custodian, through an account on the book entry system maintained by the Depository Trust Corporation. Upon the Closing, the Selling Shareholder shall convey to Purchaser or its permitted assignee good and marketable title to the Shares, free and clear of all liens, claims, charges and other encumbrances. The Selling Shareholder has no right, directly or indirectly, to purchase and has no interest in any shares of Common Stock other than the Shares. (ce) The Neither the Selling Shareholder nor any directors, officers, employees or agents thereof has not retained, employed or used any broker or finder in connection with the transactions provided for herein or in connection with the negotiation thereof. (df) The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, by means of any general advertising or by any other form of general solicitation. The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, in any other manner that would require the sale of the Shares to be subject to the registration requirements of the Securities Act of 1933, as amended. The Selling Shareholder confirms that he it did not acquire any Shares with a view to, or for, resale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended, which would not be exempt from the registration requirements of such Act.

REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing: (a) The Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholder pursuant hereto will constitute, valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any note, bond, mortgage, indenture, lease, agreement or other material instrument, permit, concession, grant, franchise or license to which the Selling Shareholder is a party or by which any of his properties or assets may be bound or (b) any judgment, order, decree, injunction, statute, rule, permit, license or regulation applicable to the Selling Shareholder or any of his properties, or (ii) result in the acceleration of any material obligation or the creation of any material lien, charge or encumbrance upon the Selling Shareholder. No authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority is necessary for the execution, delivery and performance of this Agreement by the Selling Shareholder. (b) The Selling Shareholder is the owner of the Shares, free and clear of all liens, claims, charges and other encumbrances, and the shares are held by Prudential SecuritiesBankers Trust Company, as custodian, through an account on the book entry system maintained by the Depository Trust Corporation. Upon the Closing, the Selling Shareholder shall convey to Purchaser or its permitted assignee good and marketable title to the Shares, free and clear of all liens, claims, charges and other encumbrances. The Selling Shareholder has no right, directly or indirectly, to purchase and and, except for an additional 100,000 shares of Common Stock held in personal retirement accounts, has no interest in any shares of Common Stock other than the Shares. (c) The Selling Shareholder has not retained, employed or used any broker or finder in connection with the transactions provided for herein or in connection with the negotiation thereof. (d) The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, by means of any general advertising or by any other form of general solicitation. The Selling Shareholder has not offered, directly or indirectly, any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, in any other manner that would require the sale of the Shares to be subject to the registration requirements of the Securities Act of 1933, as amended. The Selling Shareholder confirms that he did not acquire any Shares with a view to, or for, resale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended, which would not be exempt from the registration requirements of such Act.

REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing: (a) The Selling Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and to carry out the transactions contemplated hereby and thereby. All entity actions and proceedings necessary to be taken by or on the part of the Selling Shareholder and and its sole general partner, Somerset Kensington Capital, Inc. (the "General Partner"), in connection with the transactions contemplated by this Agreement have been duly and validly taken. (b) The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the General Partner, on behalf of the Selling Shareholder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action. (c) No other act or proceeding on behalf of the Selling Shareholder or the General Partner is necessary to authorize this Agreement or the other documents or instruments to be executed and delivered by the Selling Shareholder pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholder pursuant hereto will constitute, valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any provision of the governing documents of the Selling Shareholder, (b) any note, bond, mortgage, indenture, lease, agreement or other material instrument, permit, concession, grant, franchise or license to which the Selling Shareholder is a party or by which any of his its properties or assets may be bound or (bc) any judgment, order, decree, injunction, statute, rule, permit, license or regulation applicable to the Selling Shareholder or any of his its properties, or (ii) result in the acceleration of any material obligation or the creation of any material lien, charge or encumbrance upon the Selling Shareholder. No authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority is necessary for the execution, delivery and performance of this Agreement by the Selling Shareholder. (bd) The Selling Shareholder is the owner of the Shares, free and clear of all liens, claims, charges and other encumbrances, and the shares are held by Prudential Securities, as custodian, through an account on the book entry system maintained by the Depository Trust Corporation. Upon the Closing, the Selling Shareholder shall convey to Purchaser or its permitted assignee good and marketable title to the Shares, free and clear of all liens, claims, charges and other encumbrances. The Selling Shareholder has no right, directly or indirectlyindirectly (through its General Partner or otherwise), to purchase and has no interest in any shares of Common Stock other than the Shares. (ce) The None of the Selling Shareholder Shareholder, its General Partner or any directors, officers, employees or agents thereof has not retained, employed or used any broker or finder in connection with the transactions provided for herein or in connection with the negotiation thereof. (df) The Selling Shareholder has not offered, directly or indirectlyindirectly (through its General Partner or otherwise), any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, by means of any general advertising or by any other form of general solicitation. The Selling Shareholder has not offered, directly or indirectlyindirectly (through its General Partner or otherwise), any Shares beneficially owned thereby for sale, nor solicited any offer to buy any such Shares, in any other manner that would require the sale of the Shares to be subject to the registration requirements of the Securities Act of 1933, as amended. The Selling Shareholder confirms that he it did not acquire any Shares with a view to, or for, resale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended, which would not be exempt from the registration requirements of such Act.