Common use of Representations and Warranties of the Option Holder Clause in Contracts

Representations and Warranties of the Option Holder. The Option Holder represents and warrants to and agrees with CenterState as follows: (a) The Option Holder has all requisite capacity and authority to enter into and perform his or her obligations under this Agreement. (b) This Agreement has been duly executed and delivered by the Option Holder, and assuming the due authorization, execution and delivery by CenterState, constitutes the valid and legally binding obligation of the Option Holder enforceable against the Option Holder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity. (c) The execution and delivery of this Agreement by the Option Holder does not, and the performance by the Option Holder of his or her obligations hereunder and the consummation by the Option Holder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Option Holder is a party or by which the Option Holder is bound, or any statute, rule or regulation to which the Option Holder is subject. (d) The Option Holder is the direct owner of the Charter Stock Options.