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

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants to each Underwriter (a) that the Selling Stockholder now has valid marketable title to such number of shares of the Common Stock as are to be sold by the Selling Stockholder pursuant to this Agreement (the "Stockholder Shares"), and on each Closing Date on which the Selling Stockholder will sell Common Stock will have valid and marketable title to the Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, (b) that the Stockholder Shares, when delivered, will have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon the Selling Stockholder, (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, valid and binding agreement of the Selling Stockholder, enforceable against it in accordance with its terms, and (f) that all transactions between the Company and the Selling Stockholder have been (i) on terms which were fair to and in the best interest of the Company, (ii) approved by a majority of the Company's directors who did not have an interest in such transaction and (iii) disclosed in the Prospectus to the extent required under the Act or the Rules and Regulations.

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder hereby represents and warrants to each Underwriter as follows: (a) that Each of the representations and warranties of the Selling Stockholder now has valid marketable title to such number of shares set forth in Section 1(b) of the Common Stock as are to be sold by Purchase Agreements (in the Selling Stockholder pursuant to this Agreement (the "Stockholder Shares"), and on each Closing Date on which the Selling Stockholder will sell Common Stock will have valid and marketable title form of such agreements provided to the Stockholder Shares free undersigned) is true and clear of any security interests, claims, liens, equities and other encumbrances, correct; (b) that the Stockholder Shares, when delivered, will have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon the Selling Stockholder, (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this This Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, valid legal and binding agreement obligation of the Selling Stockholder, enforceable against it in accordance with its terms; and (c) The Selling Stockholder has full legal right and capacity to execute this Agreement (including the Irrevocable Power of Attorney of Selling Stockholder), to enter into the Purchase Agreements and (f) that all transactions between to sell, transfer, assign and deliver the Company and Common Stock to be sold by the Selling Stockholder have been (i) in accordance with the Purchase Agreements and each of the Underwriters will receive good and marketable title to such Common Stock purchased by it pursuant to the Purchase Agreements. The Selling Stockholder hereby further covenants that the foregoing representations and warranties will be true and correct on terms which were fair the date the Purchase Agreements are executed and at the Closing Time referred to in the Purchase Agreements and shall survive the sale and delivery of the Deposit Stock and the termination of this Agreement. For purposes of rendering an opinion pursuant to the Purchase Agreements, counsel for the undersigned may rely on the representations and warranties of the undersigned set forth herein and in the best interest Purchase Agreements as if said representations and warranties had been set forth in a separate certificate directed to said counsel at and as of the Company, (ii) approved by a majority Closing Time; and for purposes of delivering any certificate on behalf of the Company's directors who did not have an interest undersigned which may be required in such transaction connection with the delivery of the Deposit Stock, pursuant to the Purchase Agreements, the Attorneys-in-Fact may rely on the representations and (iii) disclosed warranties of the Selling Stockholder set forth herein and in the Prospectus Purchase Agreements as if said representations and warranties had been set forth in a separate certificate directed to the extent required under Attorneys-in-Fact at the Act or the Rules and RegulationsClosing Time.

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants to each Underwriter the Purchaser as follows: (a) that the Selling Stockholder now is a corporation validly existing and in good standing under the laws of Nevada and has valid marketable title all the requisite power and authority to such number execute and deliver this Agreement and the Escrow Agreement (the "Transaction Agreements") and, subject to the Vote, to carry out all the terms and provisions hereof and thereof to be carried out by it; (b) Safety Components is a corporation validly existing and in good standing under the laws of shares Delaware; (c) the execution and delivery of the Common Stock as are to be sold Transaction Agreements by the Selling Stockholder pursuant to this Agreement (and the "Stockholder Shares"), and on each Closing Date on which performance of the Selling Stockholder will sell Common Stock will have valid Stockholder's obligations hereunder and marketable title to the Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, (b) that the Stockholder Shares, when delivered, will thereunder have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and by all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon the Selling Stockholder, necessary corporate action; (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this Agreement has Transaction Agreements have been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, constitute the valid and binding agreement obligations of the Selling Stockholder; (e) the Selling Stockholder owns of record and beneficially all of the Purchased Shares free and clear of all security interests, liens and encumbrances (except for any restrictions which may apply under applicable securities laws), and there are no stockholders agreements, voting agreements or proxies to which the Purchased Shares are subject; (f) there are no outstanding options, warrants, rights to acquire or subscribe to, or calls or commitments of any character whatsoever to which the Selling Stockholder is a party or by which it is bound, requiring the issuance or sale of shares of any class of capital stock or other equity securities of Safety Components or securities or rights convertible into or exchangeable for such shares or other equity securities of Safety Components; (g) other than the Purchased Shares, the Selling Stockholder is not the beneficiary of any options, warrants, rights to acquire or subscribe to, or calls or commitments for, any shares of any class of capital stock or other equity securities of Safety Components ("Safety Components Securities"); (h) the Purchased Shares represent all of the Safety Components Securities owned by the Selling Stockholder on the date hereof; (i) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of either of the Selling Stockholder or Safety Components, (ii) to the knowledge of the Selling Stockholder, enforceable against it result in accordance any breach, violation or default (with its termsor without notice or lapse of time, and (for both) that all transactions between under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the Company and creation of any security interests, liens or encumbrances upon any of the properties or assets of either the Selling Stockholder or Safety Components under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to either of the Selling Stockholder or Safety Components or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, to the knowledge of the Selling Stockholder, conflict with or violate any judgment, order, decree, law, statute, code, ordinance, regulation, rule, principle of common law or other legally enforceable obligation imposed by any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") applicable to the Selling Stockholder or Safety Components or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses, security interests, liens or encumbrances that, individually or in the aggregate, would not reasonably be expected to have been or result in a material adverse effect on the Selling Stockholder or Safety Components and that would not prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by the Selling Stockholder or, to the Selling Stockholder's knowledge, Safety Components in connection with the execution and delivery of this Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby, except for: (i) on terms which were fair the filing with the Commission (as defined herein) of (A) an information statement pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")and (B) such reports under the Exchange Act, as may be required in connection with this Agreement and in the best interest of the Company, transactions contemplated hereby; (ii) approved by a majority of the Company's directors who did not have an interest in such transaction Vote (as defined herein) and (iii) disclosed in the Prospectus filing of a premerger notification and report form by the Selling Stockholder under the HSR Act (as defined herein); and (j) following the Closing, (i) the payments due to the extent required Selling Stockholder from Safety Components under the Act Tax Sharing and Indemnity Agreement, dated as of March 19, 2004, by and between the Selling Stockholder and Safety Components shall not exceed $450,000 and (ii) to the knowledge of the Selling Stockholder, Safety Components shall have no obligation after the Closing Date to make any other payments to the Selling Stockholder pursuant to any loan or the Rules and Regulationscredit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization.

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants to each Underwriter the Purchaser as follows: (a) that the Selling Stockholder now is a corporation validly existing and in good standing under the laws of Nevada and has valid marketable title all the requisite power and authority to such number execute and deliver this Agreement and the Escrow Agreement (the "Transaction Agreements") and, subject to the Vote, to carry out all the terms and provisions hereof and thereof to be carried out by it; (b) Safety Components is a corporation validly existing and in good standing under the laws of shares Delaware; (c) the execution and delivery of the Common Stock as are to be sold Transaction Agreements by the Selling Stockholder pursuant to this Agreement (and the "Stockholder Shares"), and on each Closing Date on which performance of the Selling Stockholder will sell Common Stock will have valid Stockholder's obligations hereunder and marketable title to the Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, (b) that the Stockholder Shares, when delivered, will thereunder have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and by all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon the Selling Stockholder, necessary corporate action; (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this Agreement has Transaction Agreements have been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, constitute the valid and binding agreement obligations of the Selling Stockholder; (e) the Selling Stockholder owns of record and beneficially all of the Purchased Shares free and clear of all security interests, liens and encumbrances (except for any restrictions which may apply under applicable securities laws), and there are no stockholders agreements, voting agreements or proxies to which the Purchased Shares are subject; (f) there are no outstanding options, warrants, rights to acquire or subscribe to, or calls or commitments of any character whatsoever to which the Selling Stockholder is a party or by which it is bound, requiring the issuance or sale of shares of any class of capital stock or other equity securities of Safety Components or securities or rights convertible into or exchangeable for such shares or other equity securities of Safety Components; (g) other than the Purchased Shares, the Selling Stockholder is not the beneficiary of any options, warrants, rights to acquire or subscribe to, or calls or commitments for, any shares of any class of capital stock or other equity securities of Safety Components ("Safety Components Securities"); (h) the Purchased Shares represent all of the Safety Components Securities owned by the Selling Stockholder on the date hereof; (i) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict with the certificate of incorporation or by-laws (or comparable organizational documents) of either of the Selling Stockholder or Safety Components, (ii) to the knowledge of the Selling Stockholder, enforceable against it result in accordance any breach, violation or default (with its termsor without notice or lapse of time, and (for both) that all transactions between under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the Company and creation of any security interests, liens or encumbrances upon any of the properties or assets of either the Selling Stockholder or Safety Components under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization applicable to either of the Selling Stockholder or Safety Components or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, to the knowledge of the Selling Stockholder, conflict with or violate any judgment, order, decree, law, statute, code, ordinance, regulation, rule, principle of common law or other legally enforceable obligation imposed by any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") applicable to the Selling Stockholder or Safety Components or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses, security interests, liens or encumbrances that, individually or in the aggregate, would not reasonably be expected to have been or result in a material adverse effect on the Selling Stockholder or Safety Components and that would not prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or any third party is required by the Selling Stockholder or Safety Components in connection with the execution and delivery of this Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby, except for: (i) on terms which were fair the filing with the Commission (as defined herein) of (A) an information statement pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")and (B) such reports under the Exchange Act, as may be required in connection with this Agreement and in the best interest of the Company, transactions contemplated hereby; (ii) approved by a majority of the Company's directors who did not have an interest in such transaction Vote (as defined herein) and (iii) disclosed in the Prospectus filing of a premerger notification and report form by the Selling Stockholder under the HSR Act (as defined herein); and (j) following the Closing, (i) the payments due to the extent required Selling Stockholder from Safety Components under the Act Tax Sharing and Indemnity Agreement, dated as of March 19, 2004, by and between the Selling Stockholder and Safety Components shall not exceed $450,000 and (ii) to the knowledge of the Selling Stockholder, Safety Components shall have no obligation after the Closing Date to make any other payments to the Selling Stockholder pursuant to any loan or the Rules and Regulationscredit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other authorization.

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants to to, and agrees with each Underwriter of the Underwriters as of the date hereof, the Closing Date and any Additional Closing Date that: (a) that This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder now has valid marketable title to such number of shares of the Common Stock as are to be sold by the Selling Stockholder pursuant to this Agreement (the "Stockholder Shares"), and on each Closing Date on which the Selling Stockholder will sell Common Stock will have valid and marketable title to the Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, Stockholder. (b) that the Stockholder SharesThe Custody Agreement and Powers of Attorney, when delivered, will have been duly authorized and will be validly issued, fully paid and nonassessableattached as Exhibit B hereto, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and all consents, approvals and authorizations required by law, to enter into this "Custody Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision Power of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon Attorney") signed by (i) the Selling Stockholder, (dii) that all information furnished the Company, as custodian (in writing by or on behalf of such Selling Stockholder expressly for use in capacity, the Registration Statement and Prospectus is"Custodian"), and on each Closing Date will be(iii) Rufus H. Reitzel, trueJr., correct and completeas the Selling Stockholder's attorney-in-fact (xx xxxx xxxxxxxx, and does notxxx "Attorney-In-Fact"), and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes is a legal, valid and binding agreement of the Selling Stockholder, enforceable against him or it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (c) The Selling Stockholder agrees that the Additional Shares, if any, to be sold by the Selling Stockholder on deposit with the Custodian are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of the Selling Stockholder, by operation of law or by the occurrence of any other event. If the Attorney-In-Fact should die or become incapacitated, or if any other event should occur, before the delivery of the Additional Shares, if any, to be sold by the Selling Stockholder hereunder, the documents evidencing the Additional Shares, if any, to be sold by the Selling Stockholder then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof. (d) The Selling Stockholder is the lawful owner of the Additional Shares and upon sale and delivery of, and payment for, such Additional Shares as provided herein, the Selling Stockholder will convey to the Underwriters good and marketable title to the Additional Shares, free and clear of all Liens. Certificates for all of the Additional Shares to be sold by the Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Shares to the Underwriters pursuant to this Agreement. (e) The Selling Stockholder has good and valid title to all of the Additional Shares and has the legal right and power and capacity, and all authorizations and approvals required by law to enter into this Agreement and the applicable Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Additional Shares and to comply with his or its other obligations hereunder and thereunder. The Additional Shares to be sold by the Selling Stockholder pursuant to this Agreement are certificated securities in registered form and are not held by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York (the "NYUCC"). Upon delivery to the Lead Manager of the Additional Share certificate (certificate number O registered in the name of the Selling Stockholder and evidence of O shares of Common Stock of the Company) indorsed to the Lead Manager or indorsed in blank by an effective indorsement, the Lead Manager, on behalf of itself and the other Underwriters, will become a "protected purchaser" of the Additional Shares (as defined in Section 8-303 of the NYUCC) and acquire such certificate (and the shares represented thereby) free of any adverse claims (as defined in Section 8-102(a)(1) of the NYUCC), assuming that neither the Lead Manager nor any other Underwriter has notice of any adverse claim. (f) that all No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Selling Stockholder of this Agreement and the consummation by the Selling Stockholder of the transactions contemplated herein, except (i) such as may have been obtained under the Securities Act, (ii) such as may be required under the state securities laws or the blue sky laws or any jurisdiction in connection with the purchase and distribution of the Shares by the Underwriters and (iii) such other approvals as have been obtained. (g) There are no contracts, agreements or understandings between the Selling Shareholder and any person that would give rise to a valid claim against the Selling Shareholder, the Company, any Subsidiary or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this Offering. (h) The execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby or the fulfillment of the terms hereof by the Selling Stockholder will not conflict with, result in a breach or violation of, or constitute a default under any law or the terms of any indenture or other agreement or instrument to which the Selling Stockholder is party or bound, or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the charter or bylaws or certificate of formation or partnership agreement or the articles of partnership or trust agreement, as applicable, of the Selling Stockholder or, any judgment, order or decree applicable to the Selling Stockholder or any court or regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder. (i) The Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company under the Registration Statement or included in the offering of the Shares, except for such rights as have been waived or which are described in the Registration Statement and the Prospectus. (j) The Selling Stockholder does not have, or has waived prior to the date hereof, any preemptive right, co-sale right or right of first refusal or other similar right to purchase any of the Shares, if any, that are to be sold by the Company to the Underwriters pursuant to this Agreement; and the Selling Stockholder does not own any warrants, options or similar rights to acquire, and does not have been (i) on terms which were fair any right or arrangement to and in the best interest of acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement and the Prospectus. (iik) approved All information furnished by a majority or on behalf of the Company's directors who did Selling Stockholder in writing for use in the Registration Statement and Prospectus is true, correct, and complete in all material respects and does not have an interest and will not contain any untrue statement of a material fact. (l) The Selling Stockholder has no reason to believe that the representations and warranties of the Company contained in such transaction Section 1 hereof are not true and (iii) correct, is familiar with the Registration Statement and Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement or Prospectus which has had or would have a Material Adverse Effect on the Company and its Subsidiaries, individually or taken as a whole, and is not prompted to sell any of the Shares by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. (m) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which would cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (n) The Selling Stockholder has not distributed and will not distribute, prior to the extent required under later of the Act Additional Closing Date, if any, and the completion of the Underwriters' distribution of the Shares, any offering material in connection with the offering and sale of the Shares by the Selling Stockholder other than a Preliminary Prospectus, the Prospectus or the Rules Registration Statement. (o) The Selling Stockholder does not have any knowledge or any reason to believe that the Registration Statement or Prospectus (or any amendment of supplement thereto) contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (p) Neither the Selling Stockholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association with (within the meaning of Article I, Section 1(m) of the By-laws of the National Association of Securities Dealers, Inc.), any member firm of the National Association of Securities Dealers, Inc. (q) The representations and Regulationswarranties of the Selling Stockholder in the Custody Agreement and Power of Attorney are and will be true and correct. Any certificate signed by any officer or other representative of the Selling Stockholder and delivered to the Underwriters or to counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Selling Stockholder to the Underwriters as to the matters covered thereby.