Common use of Representations and Warranties of the Rollover Investor Clause in Contracts

Representations and Warranties of the Rollover Investor. The Rollover Investor represents and warrants to Parent, severally and not jointly, as of the date hereof (except where expressly provided otherwise) and as of the Closing Date, as follows: (a) the Rollover Investor is the record and beneficial owner of the number of Company Shares set forth opposite its name under the heading “Subject Shares Rolled Over” on Annex A hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Company Shares), and will transfer and deliver to Parent or Parent Holdco at the Closing valid title to such Company Shares, free and clear of any Lien and any such limitation or restriction except as may exist by reason of this Rollover Agreement or any other agreement entered into or to be entered into with the GS Investor or an Affiliate thereof in connection with the Transaction (collectively, with this Rollover Agreement, the “Transaction Agreements”), or applicable securities laws; (b) the Rollover Investor understands and acknowledges that (i) the Rollover Equity Interest has not been registered under the 1933 Act and, therefore, cannot be resold unless it is registered under the 1933 Act, or unless an exemption from registration is available, (ii) there is no existing public or other market for the Rollover Equity Interest, and there can be no assurance that such Rollover Investor will be able to sell or dispose of the Rollover Equity Interest, and (iii) such Rollover Investor is knowledgeable, sophisticated and experienced in business and financial matters, is experienced in evaluating investments in companies such as Parent and qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act; (c) the Rollover Equity Interest to be acquired by the Rollover Investor pursuant to this Rollover Agreement is being acquired for the Rollover Investor’s own account, for investment purposes, and without a view to any distribution thereof that violates the Securities Act or the securities laws of any State of the United States or other applicable jurisdiction; (d) the Rollover Investor has been afforded access to information about Parent and (as of the Closing only) about Parent Holdco and the financial condition, results of operations, business, property and management of Parent and (as of the Closing only) Parent Holdco that is sufficient to enable the Rollover Investor to evaluate its investment in the Rollover Equity Interest. The Rollover Investor understands that no financial statements are currently available for Parent and has reviewed the financial statements of the Company (which, as of the Effective Time, will be a wholly owned subsidiary of Parent) and such other documents as the Rollover Investor has reasonably deemed advisable. The Rollover Investor and the Rollover Investor’s advisors, if any, have been afforded the opportunity to ask questions of Parent and (as of the Closing only) Parent Holdco. The Rollover Investor has sought such accounting, legal and tax advice as the Rollover Investor considered necessary to make an informed investment decision with respect to its acquisition of the Rollover Equity Interest; (e) the Rollover Investor understands that an investment in the Rollover Equity Interest involves a high degree of risk and such Rollover Equity Interest is, therefore, a speculative investment. The Rollover Investor is able to bear the economic risk of its investment in the Rollover Equity Interest for an indefinite period of time, and is presently able to afford the complete loss of such investment; (f) the Rollover Investor acknowledges that the Rollover Investor has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, taxes and projected operations of Parent and (as of the Closing only) Parent Holdco and, in making the determination to acquire the Rollover Equity Interest, is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Parent and Parent Holdco or any of their respective partners, shareholders, officers, employees, agents, advisors or Affiliates, other than as set forth in this Rollover Agreement. The Rollover Investor further acknowledges and agrees that, other than as set forth in this Rollover Agreement, each of Parent and Parent Holdco has made no representations or warranties either expressed or implied as to the accuracy or completeness of any information regarding Parent, Parent Holdco or the Company furnished or made available to the Rollover Investor and the Rollover Investor’s representatives, and the Rollover Investor shall have no claim with respect to any information, documents or materials furnished by or on behalf of Parent or Parent Holdco to the Rollover Investor; (g) the Rollover Investor is not purchasing the Rollover Equity Interest as a result of any advertisement, article, notice or other communication regarding the Rollover Equity Interest published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement, and the offer to purchase the Rollover Equity Interest was directly communicated to the Rollover Investor by Parent or Parent Holdco, as applicable; (h) the Rollover Investor has the legal capacity to enter into this Rollover Agreement, the other Transaction Agreements to which the Rollover Investor is or will be a party and the Shareholders Agreement. This Rollover Agreement has been duly executed and delivered by the Rollover Investor and constitutes a valid and binding agreement of the Rollover Investor. The Shareholders Agreement and the Transaction Agreements to which the Rollover Investor is a party will be duly executed and delivered by the Rollover Investor at or prior to the Closing, and upon execution and delivery will constitute a valid and binding agreement of the Rollover Investor. The execution, delivery and performance by the Rollover Investor of the Transaction Agreements to which it is or will be a party and the Shareholders Agreement requires no action by or in respect of, or filing with, any Governmental Authority, other than such filings as may be required with the Securities and Exchange Commission; (i) the Rollover Investor, in making a decision to purchase the Rollover Equity Interest, has made its own investment decision regarding the purchase of the Rollover Equity Interest (including, without limitation, the income tax consequences of purchasing, owning or disposing of the Rollover Equity Interest in light of the Rollover Investor’s particular situation and tax residence(s) as well as any consequences arising under the laws of any taxing jurisdiction); (j) none of the execution and delivery by the Rollover Investor of this Rollover Agreement, the consummation by the Rollover Investor of the transactions contemplated hereby, or compliance by the Rollover Investor with any of the provisions hereof does or will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under (i) any order of any Governmental Authority applicable to the Rollover Investor or by which any of the properties or assets of the Rollover Investor are bound, or (ii) any Applicable Law; and (k) the Rollover Investor understands that Parent Holdco, as the issuer of the Rollover Equity Interest, is relying in part upon the representations and agreements contained in this Section 5 for the purpose of determining whether the offer, sale and issuance of the Rollover Equity Interest meets the requirements for an applicable exemption from registration under the Securities Act.

Representations and Warranties of the Rollover Investor. The Rollover Investor represents Investors represent and warrants warrant to Parent, severally and not jointly, as of the date hereof (except where expressly provided otherwise) and as of the Closing Date, as follows: (a) the such Rollover Investor is the record and beneficial owner of the number of shares of Company Shares Stock set forth opposite its such Rollover Investor’s name under the heading “Subject Shares Rolled OverShares” on Annex A hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Company Shares), and will transfer and deliver to Parent or Parent Holdco at the Closing valid title to such Company Shares, free and clear of any Lien and any such limitation or restriction except as may exist by reason of this Rollover Investment Agreement or any other agreement entered into or to be entered into with the GS Investor or an Affiliate thereof in connection with the Transaction (collectively, with this Rollover Investment Agreement, the “Transaction Agreements”), ) or applicable securities lawsLaws (such exceptions, the “Permitted Exceptions”); (b) each Rollover Investor is the record and beneficial owner of the number of Company Stock Options that is listed under the heading “Company Stock Options to Be Cashed Out” on Annex A hereto, free and clear of any Lien and any other limitation or restriction, other than the Permitted Exceptions. (c) each Rollover Investor understands and acknowledges that (i) the Rollover Equity Interest has not been registered under the 1933 Act and, therefore, cannot be resold unless it is they are registered under the 1933 Act, or unless an exemption from registration is available, (ii) there is no existing public or other market for the Rollover Equity Interest, and there can be no assurance that such the Rollover Investor Investors will be able to sell or dispose of the Rollover Equity Interest, and (iii) such Rollover Investor is knowledgeable, sophisticated and experienced in business and financial matters, is experienced in evaluating investments in companies such as Parent and (as to Xx. Xxxxx) qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act; (cd) the Rollover Equity Interest to be acquired by the each Rollover Investor pursuant to this Rollover Investment Agreement is being acquired for the such Rollover Investor’s own account, for investment purposes, and without a view to any distribution thereof that violates the Securities Act or the securities laws of any State of the United States or other applicable jurisdiction; (de) the such Rollover Investor has been afforded access to information about Parent and (as of the Closing only) about Parent Holdco and the financial condition, results of operations, business, property and management of Parent and (as of the Closing only) Parent Holdco that is sufficient to enable the such Rollover Investor to evaluate its investment in the Rollover Equity Interest. The Each Rollover Investor understands that no financial statements are currently available for Parent and has reviewed the financial statements of the Company (which, as of the Effective Time, will be a wholly owned subsidiary of Parent) and such other documents as the Rollover Investor has reasonably deemed advisable. The Rollover Investor and the Rollover Investor’s advisors, if any, have been afforded the opportunity to ask questions of Parent and (as of the Closing only) Parent Holdco. The Each Rollover Investor has sought such accounting, legal and tax advice as the such Rollover Investor considered necessary to make an informed investment decision with respect to its acquisition of the Rollover Equity Interest; (ef) the each Rollover Investor understands that an investment in the Rollover Equity Interest involves a high degree of risk and such Rollover Equity Interest is, therefore, a speculative investment. The Each Rollover Investor is able to bear the economic risk of its investment in the Rollover Equity Interest for an indefinite period of time, and is presently able to afford the complete loss of such investment; (fg) the each Rollover Investor acknowledges that the such Rollover Investor has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, taxes and projected operations of Parent and (as of the Closing only) Parent Holdco and, in making the determination to acquire the Rollover Equity Interest, is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Parent and Parent Holdco or any of their respective partners, shareholders, officers, employees, agents, advisors or Affiliates, other than as set forth in this Rollover Investment Agreement. The Each Rollover Investor further acknowledges and agrees that, other than as set forth in this Rollover Investment Agreement, each of Parent and Parent Holdco has made no representations or warranties either expressed or implied as to the accuracy or completeness of any information regarding Parent, Parent Holdco or the Company furnished or made available to the Rollover Investor and the Rollover Investor’s representatives, and the Rollover Investor shall have no claim with respect to any information, documents or materials furnished by or on behalf of Parent or Parent Holdco to the Rollover Investor; (gh) the such Rollover Investor is not purchasing the Rollover Equity Interest as a result of any advertisement, article, notice or other communication regarding the Rollover Equity Interest published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement, and the offer to purchase the Rollover Equity Interest was directly communicated to the such Rollover Investor by Parent or Parent Holdco, as applicable; (hi) the such Rollover Investor has the legal capacity to enter into this Rollover Investment Agreement, the Shareholders Agreement, and the other Transaction Agreements to which the such Rollover Investor is or will be a party and the Shareholders Agreementparty. This Rollover Investment Agreement has been duly executed and delivered by the such Rollover Investor and constitutes a valid and binding agreement of the such Rollover Investor. The Shareholders Agreement and the other Transaction Agreements to which the such Rollover Investor is or will be a party will be duly executed and delivered by the such Rollover Investor at or prior to the Closing, and upon execution and delivery will constitute a valid and binding agreement of the such Rollover Investor. The execution, delivery and performance by the such Rollover Investor of the Shareholders Agreement and other Transaction Agreements to which it is or will be a party and the Shareholders Agreement requires no action by or in respect of, or filing with, any Governmental Authority, other than such filings as may be required with the Securities and Exchange Commission; (ij) the Rollover Investor, in making a decision to purchase the Rollover Equity Interest, has made its own investment decision regarding the purchase of the Rollover Equity Interest (including, without limitation, the income tax consequences of purchasing, owning or disposing of the Rollover Equity Interest in light of the Rollover Investor’s particular situation and tax residence(s) as well as any consequences arising under the laws of any taxing jurisdiction); (jk) none of the execution and delivery by the Rollover Investor of this Rollover Investment Agreement, the consummation by the Rollover Investor of the transactions contemplated hereby, or compliance by the Rollover Investor with any of the provisions hereof does or will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under (i) any order of any Governmental Authority applicable to the Rollover Investor or by which any of the properties or assets of the Rollover Investor are bound, bound or (ii) any Applicable Law; and (kl) the Rollover Investor understands that Parent Holdco, as the issuer of the Rollover Equity Interest, is relying in part upon the representations and agreements contained in this Section 5 for the purpose of determining whether the offer, sale and issuance of the Rollover Equity Interest meets the requirements for an applicable exemption from registration under the Securities Act.

Representations and Warranties of the Rollover Investor. The Rollover Investor hereby represents and warrants to Parent, severally the Company and not jointly, as of the date hereof (except where expressly provided otherwise) and as of the Closing Date, Initial SLP Investors as follows: (a) the Rollover Investor is the record and beneficial owner of the number of Company Shares set forth opposite its name under the heading “Subject Shares Rolled Over” on Annex A hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Company Shares), and will transfer and deliver to Parent or Parent Holdco at the Closing valid title to such Company Shares, free and clear of any Lien and any such limitation or restriction except as may exist by reason of this Rollover Agreement or any other agreement entered into or to be entered into with the GS Investor or an Affiliate thereof in connection with the Transaction (collectively, with this Rollover Agreement, the “Transaction Agreements”), or applicable securities laws; (b) the Rollover Investor understands and acknowledges that (i) the Rollover Equity Interest has not been registered under the 1933 Act and, therefore, cannot be resold unless it is registered under the 1933 Act, or unless an exemption from registration is available, (ii) there is no existing public or other market for the Rollover Equity Interest, and there can be no assurance that such Rollover Investor will be able to sell or dispose of the Rollover Equity Interest, and (iii) such Rollover Investor is knowledgeable, sophisticated and experienced in business and financial matters, is experienced in evaluating investments in companies such as Parent and qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act; (c) the Rollover Equity Interest to be acquired by the Rollover Investor pursuant to this Rollover Agreement is being acquired for the Rollover Investor’s own account, for investment purposes, and without a view to any distribution thereof that violates the Securities Act or the securities laws of any State of the United States or other applicable jurisdiction; (d) the Rollover Investor has been afforded access to information about Parent and (as of the Closing only) about Parent Holdco and the financial condition, results of operations, business, property and management of Parent and (as of the Closing only) Parent Holdco that is sufficient to enable the Rollover Investor to evaluate its investment in the Rollover Equity Interest. The Rollover Investor understands that no financial statements are currently available for Parent and has reviewed the financial statements of the Company (which, as of the Effective Time, will be a wholly owned subsidiary of Parent) and such other documents as the Rollover Investor has reasonably deemed advisable. The Rollover Investor and the Rollover Investor’s advisors, if any, have been afforded the opportunity to ask questions of Parent and (as of the Closing only) Parent Holdco. The Rollover Investor has sought such accounting, legal and tax advice as the Rollover Investor considered necessary to make an informed investment decision with respect to its acquisition of the Rollover Equity Interest; (e) the Rollover Investor understands that an investment in the Rollover Equity Interest involves a high degree of risk and such Rollover Equity Interest is, therefore, a speculative investment. The Rollover Investor is able to bear the economic risk of its investment in the Rollover Equity Interest for an indefinite period of timecompetent to, and is presently able has sufficient capacity to, execute and deliver this Agreement and to afford the complete loss of such investment; (f) the Rollover Investor acknowledges that the Rollover Investor has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, taxes and projected operations of Parent and (as of the Closing only) Parent Holdco and, in making the determination to acquire the Rollover Equity Interest, is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Parent and Parent Holdco or any of their respective partners, shareholders, officers, employees, agents, advisors or Affiliates, other than as set forth in this Rollover Agreement. The Rollover Investor further acknowledges and agrees that, other than as set forth in this Rollover Agreement, each of Parent and Parent Holdco has made no representations or warranties either expressed or implied as to the accuracy or completeness of any information regarding Parent, Parent Holdco or the Company furnished or made available to the Rollover Investor and the Rollover Investor’s representatives, and the Rollover Investor shall have no claim with respect to any information, documents or materials furnished by or on behalf of Parent or Parent Holdco to the Rollover Investor; (g) the Rollover Investor is not purchasing the Rollover Equity Interest as a result of any advertisement, article, notice or other communication regarding the Rollover Equity Interest published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement, and the offer to purchase the Rollover Equity Interest was directly communicated to the Rollover Investor by Parent or Parent Holdco, as applicable; (h) the Rollover Investor has the legal capacity to enter into this Rollover Agreement, the other Transaction Agreements to which the Rollover Investor is or will be a party and the Shareholders Agreementperform his obligations hereunder. This Rollover Agreement has been duly executed and delivered by the Rollover Investor and, assuming the due execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a the valid and binding agreement obligation of the Rollover Investor. The Shareholders Agreement and the Transaction Agreements to which , enforceable against the Rollover Investor is a party will in accordance with its terms, except as enforceability may be duly executed limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and delivered by the Rollover Investor effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at or prior to the Closing, and upon execution and delivery will constitute a valid and binding agreement of the Rollover Investor. law). (b) The execution, delivery and performance by the Rollover Investor of the Transaction Agreements to which it is or will be a party this Agreement and the Shareholders Agreement requires no action by or in respect of, or filing with, any Governmental Authority, other than such filings as may be required with the Securities agreements contemplated hereby and Exchange Commission; (i) the Rollover Investor, in making a decision to purchase the Rollover Equity Interest, has made its own investment decision regarding the purchase of the Rollover Equity Interest (including, without limitation, the income tax consequences of purchasing, owning or disposing of the Rollover Equity Interest in light of the Rollover Investor’s particular situation and tax residence(s) as well as any consequences arising under the laws of any taxing jurisdiction); (j) none of the execution and delivery by the Rollover Investor of this Rollover Agreement, the consummation by the Rollover Investor of the transactions contemplated herebyhereby does not and will not, or compliance by the Rollover Investor with any of the provisions hereof does or will conflict with, or result in any violation of or default (with or without the giving of notice or lapse the passage of time, time or both) under , (i) any order violate the provisions of any Governmental Authority law, rule or regulation applicable to the Rollover Investor or his properties or assets; (ii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to the Rollover Investor or his properties or assets; or (iii) result in any breach of any terms or conditions, or constitute a default under, any contract, agreement or instrument to which the Rollover Investor is a party or by which any of the Rollover Investor or his properties or assets of the are bound. (c) The Rollover Investor are bound, or (i) understands that no public market now exists for the Shares and there is no assurance that a public market will ever exist for the Shares and (ii) any Applicable Law; and (k) the Rollover Investor understands that Parent Holdcothe Shares may not be sold, as transferred, or otherwise disposed of without registration under the issuer Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Rollover Equity Interest, is relying in part upon the representations and agreements contained in this Section 5 for the purpose of determining whether the offer, sale and issuance of the Rollover Equity Interest meets the requirements for Shares or an applicable available exemption from registration under the Securities Act, the Rollover Shares must be held indefinitely. (d) If the Rollover Investor is married, he has delivered to the Company a duly executed copy of a Spousal Consent in the form attached hereto as Exhibit A (the “Spousal Consent”).