Common use of REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Sale Event, if required by the terms of a Purchase Agreement relating to such Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, and constitutes the valid and binding obligation of such Securities Holder enforceable against such Securities Holder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Common, free and clear of all liens, security interests, encumbrances, equities, claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable title to such shares of Registerable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims or other defect in title. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Common. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, or any related Prospectus or any amendment or supplement thereto will not contain, in each case as of the date such information was furnished, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Public Sale Event, if required by the terms of a Purchase Agreement Agreement, if any, relating to such Public Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, Holder and constitutes the legal, valid and binding obligation of such Securities Holder enforceable against such Securities Holder in accordance with its termsHolder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Registrable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Registrable Common, free and clear of all liens, security interests, encumbrances, equities, equities or claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable valid title to such shares of Registerable Registrable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims charge or other defect in titleencumbrance created or caused by such Securities Holder. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Registrable Common. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, Statement or any related Prospectus or any amendment thereof or supplement thereto will not contain, in each case contain as of the effective date of such Registration Statement or as of the date such information was furnished, of any Prospectus or as of the date of any amendment thereof or supplement thereto any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Public Sale Event, if required by the terms of a Purchase Agreement Agreement, if any, relating to such Public Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority (or with respect to the FDIC statutory authority) to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, Holder and constitutes the legal, valid and binding obligation of such Securities Holder enforceable against such Securities Holder in accordance with its termsHolder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Registrable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Registrable Common, free and clear of all liens, security interests, encumbrances, equities, equities or claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable valid title to such shares of Registerable Registrable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims charge or other defect in titleencumbrance created or caused by such Securities Holder. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Registrable Common. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, Statement or any related Prospectus or any amendment thereof or supplement thereto will not contain, in each case contain as of the effective date of such Registration Statement or as of the date such information was furnished, of any Prospectus or as of the date of any amendment thereof or supplement thereto any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Company Public Sale Event, if required by the terms of a Purchase Agreement Agreement, if any, relating to such Company Public Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Company Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, Holder and constitutes the legal, valid and binding obligation of such Securities Holder enforceable against such Securities Holder in accordance with its termsHolder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Registrable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Registrable Common, free and clear of all liens, security interests, encumbrances, equities, equities or claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable valid title to such shares of Registerable Registrable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims charge or other defect in titleencumbrance created or caused by such Securities Holder. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Registrable Common. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, Statement or any related Prospectus or any amendment thereof or supplement thereto will not contain, in each case contain as of the effective date of such Registration Statement or as of the date such information was furnished, of any Prospectus or as of the date of any amendment thereof or supplement thereto any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Securities Holder Public Sale Event, if required by the terms of a Purchase Agreement relating to such Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, and constitutes the valid and binding obligation of such Securities Holder enforceable against such Securities Holder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Common Notes pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable CommonNotes, free and clear of all liens, security interests, encumbrances, equities, claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable title to such shares of Registerable Common Notes will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims or other defect in title. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable CommonNotes. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, or any related Prospectus or any amendment or supplement thereto will not contain, in each case as of the date such information was furnished, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common Notes to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Sale Event, if required by the terms of a Purchase Agreement relating to such Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters underwriters, if any, and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, and constitutes the valid valid, binding and binding enforceable obligation of such Securities Holder enforceable against such Securities Holder in accordance with its termsHolder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; providedPROVIDED, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Common, free and clear of all liens, security interests, encumbrances, equities, equities or claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable valid title to such shares of Registerable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims charge or other defect in titleencumbrance created or caused by such Securities Holder. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Common. (e) (i) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, or any related Prospectus or any amendment or supplement thereto will not contain, in each case as of the date such information was furnished, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

REPRESENTATIONS AND WARRANTIES OF THE SECURITIES HOLDERS. Each participating Securities Holder shall, in connection with a Sale Event, if required by the terms of a Purchase Agreement relating to such Sale Event, for itself severally and not jointly represent and warrant to (i) in the case of an underwritten Public Sale Event, the Company, the underwriter or underwriters and each other Securities Holder participating in such underwritten Public Sale Event or (ii) in the case of a non-underwritten Sale Event, the Company and the purchaser or purchasers and each other Securities Holder participating in such non-underwritten Sale Event, as follows: (a) Such Securities Holder has all requisite power and authority to enter into and carry out the terms of this Agreement and such Purchase Agreement and the other agreements and instruments related to such agreements to which it is a party. (b) Each of this Agreement and such Purchase Agreement has been duly authorized, executed and delivered by or on behalf of such Securities Holder, and constitutes the valid valid, binding and binding enforceable obligation of such Securities Holder enforceable against such Securities Holder in accordance with its termsHolder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; provided, that no representation is made as to the validity, binding effect or enforceability of any provision purporting to provide indemnification of any person for any Losses resulting from violation by such person of any applicable securities or "Blue Sky" laws. (c) Such Securities Holder, immediately prior to any sale of shares of Registerable Common pursuant to such Purchase Agreement, will have good and marketable title to such shares of Registerable Common, free and clear of all liens, security interests, encumbrances, equities, equities or claims or other defects in title (other than those created by this Agreement); and, upon payment therefor, good and marketable valid title to such shares of Registerable Common will pass to the purchaser thereof, free and clear of any lien, security interest, encumbrance, equity, claims charge or other defect in titleencumbrance created or caused by such Securities Holder. (d) Such Securities Holder has not taken and will not take, directly or indirectly, any action designed to constitute or which has constituted or which might reasonably be expected to cause or result in, under the Exchange Act or the rules or regulations promulgated thereunder or other applicable law, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Registerable Common. (e) Written information furnished by or on behalf of such Securities Holder to the Company expressly for use in the Registration Statement, any related Preliminary Prospectus, or any related Prospectus or any amendment or supplement thereto will not contain, in each case as of the date such information was furnished, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in such information not misleading. (f) To the best knowledge of such Securities Holder, neither the sale of the Registerable Common to be sold pursuant to the Registration Statement, nor the execution, delivery or performance by such Securities Holder of the Purchase Agreement, if any, entered into in connection with the offering or the consummation of any other of the transactions contemplated in such Purchase Agreement, if any, will conflict with, result in a breach of, or constitute a default under, the charter or by-laws of such Securities Holder or the terms of any material indenture or other material agreement or instrument to which such Securities Holder is a party or by which it is bound, or any material statute applicable to such Securities Holder or any material order, decree, rule or regulation applicable to such Securities Holder of any Governmental Authority. (g) Such Securities Holder will deliver to any underwriter a properly completed and executed United States Treasury Department Form W-8 or Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).