Common use of REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties hereby jointly represent and warrant to the Investors as follows: (a) Each of the Holding Entities is the record owner of, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller Parties and, assuming due authorization, execution and delivery by the Investors, constitutes a legal, valid and binding obligation of the Seller Parties, enforceable against the Seller Parties in accordance with its terms, except as enforcement may be limited by applicable bankruptcy or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of the Seller Parties for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of the Holding Entities, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on such property or asset of any Seller Party pursuant to, any contract to which any Seller Party is a party or by which any Seller Party or any property or asset of any Seller Party is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Seller Party or any Seller Party’s properties or assets. (d) There is no action, suit, investigation, complaint or other proceeding pending against any Seller Party or, to the knowledge of the Seller Parties, threatened against any Seller Party or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) The Seller Parties understand and acknowledge that the Investors are entering into the Transaction Agreements in reliance upon the Seller Parties’ execution and delivery of this Agreement and the representations and warranties of the Seller Parties contained herein.

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The This Agreement is made by the Purchaser with each of the Seller Parties in reliance upon such Seller Parties’ representations and warranties to the Purchaser contained in this Agreement, which by the Seller Parties’ execution of this Agreement each of the Seller Parties hereby jointly represent confirms. Each of the Seller Parties hereby represents and warrant warrants to the Investors Purchaser, jointly and severally, as of the date hereof, unless indicated otherwise, as follows: (a) Each of the Holding Entities is the record owner of, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and organization. Each Seller Party has all requisite corporate or equivalent power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have each Seller Party has been duly and validly authorized and no other actions or proceedings by all requisite corporate action on the part of the Holding Entities are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. that Seller Party. (b) This Agreement has been duly and validly executed and delivered by each of the Seller Parties and, assuming due authorization, execution and delivery by the Investors, this Agreement constitutes a legal, valid and legally binding obligation of each of the Seller Parties, Parties enforceable against each of the Seller Parties in accordance with its terms, except as enforcement may be limited by applicable bankruptcy or subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and by to general principles of equity (regardless of whether considered in a proceeding in equity or at law)principles. (c) Except for the applicable requirements of the Exchange Act, (i) no filing with, The execution and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of the Seller Parties for the execution, delivery and performance of this Agreement or and the consummation of the transactions contemplated hereby and will not: (ii) neither the execution, delivery or performance of this Agreement by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of the Holding Entities, (Bi) result in any the breach or violation of, or conflict with, constitute a default under, or result in the termination or acceleration of (or an event which, with whether after the filing of notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on such property or asset of any Seller Party pursuant to), any contract agreement (including, without limitation, the Fourth Amended and Restated Stockholders Agreement, dated as of March 29, 2005, by and among DR and its stockholders (the “Stockholders Agreement”)), instrument of indebtedness or other obligation to which any Seller Party is a party or by which any Seller Party or any property or asset of any Seller Party it is bound or affected to which its securities or assets is subject, or result in the creation of any lien, encumbrance or claim upon said securities or assets; (ii) violate any provision of the certificate of incorporation or bylaws of any of the Seller Parties; or (Ciii) contravene or violate any law, rule or regulation or any order, writ, injunctionjudgment, decree, statute, rule injunction or regulation applicable decree to which any of the Seller Party Parties or any Seller Party’s properties of its respective securities or assetsassets is subject. (d) There No consent, approval or authorization of, or filing or registration with, or notice to, any governmental authority or any third party on the part of any of the Seller Parties is required in connection with the execution and delivery of this Agreement, or the consummation of any of the transactions contemplated hereby (other than any post-Closing filings that may be required under applicable state or federal securities laws, which will be timely filed within the applicable periods therefore). (e) The Seller is directly or indirectly the record owner and the beneficial owner of the Shares. The Seller has good and valid title to all of the Shares, free and clear of any and all Liens of any kind. (f) Except otherwise stated in this Agreement, the Shares represent 100% of the total issued and outstanding capital stock of each of the Subsidiaries other than DRA and DRC. (g) Attached hereto as Schedule 5(g)(l) and 5(g)(2), respectively, are the financial statements of the Seller (consolidating the financial results of each of the Subsidiaries dated September 30, 2005 and December 31, 2004, respectively, delivered by the Seller pursuant to Section 4.2 of the Stockholders Agreement to the stockholders of the Seller). (h) No intercompany debt between any of the Subsidiaries, on the one hand, and any of the Seller or DRA or DRC (as applicable), on the other hand, will be claimed by any of the Seller, DRA or DRC or any other person. (i) Since the execution date of that certain stock purchase agreement, dated as of October 1, 2005 (the “Group 1 SPA”), by and among the Purchaser, Xxxxxxx Xxxxx Global Emerging Markets Partners, L.P., a Delaware limited partnership, NTV DeRemate Investors, L.P., a Delaware limited partnership, NTV DeRemate Investors II, L.P., a Delaware limited partnership, NAP Acquisition III, L.L.C., a Delaware limited partnership, and DLJ Fund Investment Partners III, L.P. (collectively the “Group 1 Sellers”), through the date hereof, (1) none of HEI, and, to the knowledge of the Seller Parties, no actionother stockholders of the Seller, suit, investigation, complaint or other proceeding pending against has voted its shares in favor of any Seller Party matter enumerated in Section 5.2 of the Stockholders Agreement and (2) none of HEI’s designees on the board of directors or, to the knowledge of the Seller Parties, threatened against any of the other members of the board of directors of the Seller, has voted in favor of any payment or distribution to any employee or officer of the Seller Party or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of its rights under this Agreement Subsidiaries that is inconsistent with recent past practice or outside the performance by any party ordinary course of its obligations under this Agreementbusiness other than to those included in Schedule 6(e)(i). (ej) The Seller Parties understand Since the execution date of the Group 1 SPA through the date hereof, HEI, and acknowledge that to the Investors are entering into the Transaction Agreements in reliance upon knowledge of the Seller Parties’ execution and delivery , each of this Agreement and the representations and warranties Group 1 Sellers, have used their reasonable best efforts to cause the management of the Seller Parties contained hereinto operate the Seller’s (including that of the Subsidiaries) business in the ordinary course consistent with recent past practice.

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Each of the Seller Parties hereby Parties, jointly represent and warrant severally, represents and warrants to the Investors Buyer as follows: (a) Each of the Holding Entities is the record owner of, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of has the Companynecessary legal capacity, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to perform its obligations hereunder. The consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. ; (b) This Agreement has been duly and validly authorized, executed and delivered by each of the Seller Parties and, assuming due authorization, execution and delivery by the Investorsand on behalf of Buyer, constitutes a legal, valid and binding obligation of the each Seller PartiesParty, enforceable against the Seller Parties in accordance with its terms, except as enforcement may be limited by applicable bankruptcy or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).; (c) Except for the applicable requirements As of the Exchange Actdate hereof Seller is the owner, (i) no filing withbeneficially and of record, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of the Seller Parties for Sale Shares or options currently exercisable in respect of the executionSale Shares, free and clear of any Liens and will transfer at Closing to Buyer good and valid title to the Sale Shares free and clear of any Liens; (d) The execution and delivery and performance of this Agreement or do not, and the consummation of the transactions contemplated hereby and will not, (iii) neither the execution, delivery violate or performance of this Agreement by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of the trust, charter or organizational documents or by-laws or comparable documents of the Holding EntitiesSeller, (Bii) result in the imposition of any breach Liens under, cause or violation of, or constitute a default (or an event which, with notice or lapse permit the acceleration of time or both, would become a default) any obligation under, or give to others any rights of terminationviolate or conflict with the terms, amendment, acceleration conditions or cancellation provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or result in the creation of a lien on such property other contract, agreement or asset of any Seller Party pursuant to, any contract instrument to which any Seller Party is a party or by which any Seller Party or any property of the Sale Shares is bound, or asset (iii) result in a breach or violation by such Seller of any Seller Party is bound or affected or (C) violate any order, writ, injunction, decree, statutelaw, rule or regulation applicable to any Seller Party or any Seller Party’s properties order, injunction, judgment or assets.decree of any court, governmental authority or regulatory agency; (de) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and (f) There are no action, suit, investigation, complaint claims for brokerage commissions or finder’s fees or agent’s commissions or other proceeding pending against any Seller Party or, to the knowledge of the Seller Parties, threatened against any Seller Party or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of its rights under like payment in connection with this Agreement or the performance by any party of its obligations under this Agreementtransactions contemplated hereby. (eg) The Seller Parties understand and acknowledge that have (i) timely paid all Taxes required to be paid by any of them (including all Taxes required to be paid with respect to the Investors are entering into the Transaction Agreements in reliance upon the Seller Parties’ execution and delivery of this Agreement and the representations and warranties acquisition, ownership or disposition of the Seller Parties contained hereinSale Shares), and (ii) timely filed with the relevant governmental authority all Tax Returns required to be filed by any of them, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Each Seller Parties Party hereby jointly represent represents, warrants and warrant covenants to Buyer that each of the Investors following is true and correct as followsof the Effective Date, and shall be true and correct on the Closing Date: (a) Each of the Holding Entities is the record owner of, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of in the jurisdiction of its formation formation. (b) The Seller Parties have the full power, authority and has all requisite power legal right to execute, deliver and authority to execute perform this Agreement. (c) The Seller Parties have duly authorized, executed and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of delivered this Agreement, and assuming the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller Parties and, assuming due authorization, execution and delivery by Buyer of this Agreement, this Agreement constitutes the Investors, constitutes a legal, valid and binding obligation agreement of the Seller Parties, enforceable against the Seller Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium and other laws relating to or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (cd) Except for the applicable requirements of the Exchange ActNo consent, (i) no approvals, authorizations or orders of, registration or filing with, and no permit, authorization, consent or approval ofnotice to, any court or governmental authority agency or body is necessary on the part of the Seller Parties required for the execution, delivery and performance of by any Seller Party of, or compliance by any Seller Party with, this Agreement Agreement, or the consummation of the transactions contemplated hereby hereby. (e) The execution and (ii) neither the execution, delivery or performance of this Agreement Agreement, and the performance by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance their obligations hereunder, will not conflict with any provision of any law or regulation to which any of the provisions hereof shall (A) Seller Parties is subject, conflict with or violate, any provision of otherwise violate the organizational documents of the Holding Entities, (B) any Seller Party or conflict with or result in any a breach or violation of, of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on such property or asset of any Seller Party pursuant toof the terms, conditions or provisions of any contract material agreement, contract, indenture or instrument to which any of the Seller Party Parties is a party or by which any Seller Party it is bound or any property order or asset decree applicable to any of the Seller Parties, in any manner that would have an adverse effect on the ability of the Seller Parties to perform their obligations hereunder. (f) Seller is the sole legal and beneficial owner of the Interest, and Seller’s title to the Interest is free and clear of all Liens. (g) Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code, as amended. (h) Neither Seller Party is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any Seller Party or any Seller Party’s properties or assetsa Prohibited Person. (di) There No claim or litigation is no action, suit, investigation, complaint or other proceeding pending against any Seller Party or, to the knowledge of any of the Seller __________ Parties, threatened against any Seller Party or any other person, of the __________ Parties that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of prohibit its rights under entering into this Agreement or materially and adversely affect the performance by any party of the __________ Parties of its obligations under this Agreement. (ej) The Schedule 1 attached hereto and made a part hereof contains a true, complete and accurate list of all material documents and instruments evidencing and/or securing the Loan (the “Loan Documents”) and there are no other material documents or instruments evidencing or securing the Loan, and Seller Parties understand has delivered to Buyer accurate and acknowledge that complete copies of all of said material Loan Documents. Except to the Investors extent set forth on Schedule 1, the Loan Documents have not been altered, modified, waived, amended, superseded, cancelled, extended or otherwise changed. To the best of the knowledge of the __________ Parties, there are entering into no uncured defaults, breaches, violations or events of default, or any facts or circumstances which, with the Transaction Agreements in reliance upon giving of notice or the Seller Parties’ passage of time, or both, will or would constitute a default, breach, violation or event of default, on the part of any party under the any of the Loan Documents. (k) No __________ Party is insolvent, and the execution and delivery of this Agreement and the representations performance by any __________ Party of its obligations hereunder will not render any __________ Party insolvent. (l) There are no uncured defaults, breaches, violations or events of default or any facts or circumstances which, with the giving of notice or the passage of time, or both, will or would constitute a default, breach, violation or event of default on the part of any __________ Party under the Operating Agreement. (m) No __________ Party has any knowledge of any existing or pending condemnation proceedings against the Property, and warranties no __________ Party has received, or is aware of, any notice issued by any governmental authority or regulatory agency alleging a violation of any law, rule, regulation or order that has not been cured prior to the date hereof, relating to environmental conditions by reason of the presence of hazardous substances or materials (as such terms are presently used under applicable environmental laws, rules and regulations) at the Property. Except for eviction and collection proceedings filed by or against current and former residents, no __________ Party has received, or is aware of, any written notice of any pending claims or litigation against the Owner, the Company and/or the Property which adversely affect, or, as far as any __________ Party can reasonably foresee, might adversely affect, the Owner, the Company and/or the Property or the business, operations or condition (financial or otherwise) of the Owner, the Company and/or the Property, in each case in any material respect. (n) There is no material fact presently known to any __________ Party that has not been disclosed to Buyer in writing which adversely affects, or, as far as any __________ Party can reasonably foresee, might adversely affect, the Owner, the Company and/or the Property or the business, operations or condition (financial or otherwise) of the Owner, the Company and/or the Property, in each case in any material respect. To the knowledge of any __________ Party, the financial reports and other information previously furnished by any of the __________ Parties to Buyer with respect to the Owner, the Company and/or the Property (including, without limitation, the rent rolls, statements of cash flow and statements income and operating expense) are true, correct and complete in all material respects, and accurately represents the financial condition of the Owner, the Company and/or the Property, as applicable, as of the date thereof. (o) Each of the Seller Parties agrees to promptly disclose to Buyer in writing any changes to its representations and warranties contained hereinin this Section 6 promptly upon becoming aware of same.

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Each of the Seller Parties hereby Parties, jointly represent and warrant severally, represents and warrants to the Investors Buyer as follows: (a) Each of Seller Representative has the Holding Entities is the record owner ofnecessary legal capacity, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to perform its obligations hereunder. The consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. ; (b) This Agreement has been duly and validly executed and delivered by the Seller Parties andAgreement, assuming due authorization, execution and delivery by the Investorsand on behalf of Buyer, constitutes a legal, valid and binding obligation of the each Seller PartiesParty, enforceable against the Seller Parties in accordance with its terms, except as enforcement may be limited by applicable bankruptcy or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).; (c) Except As of the date hereof the Sale Share are held for the applicable requirements benefit of Seller in a discretionary account with Seller Representative, and Seller is the owner, beneficially and of record, of the Exchange ActSale Shares, free and clear of any Liens and Seller Representative will transfer at Closing to Buyer good and valid title to the Sale Shares free and clear of any Liens; (id) no filing with, The execution and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of the Seller Parties for the execution, delivery and performance of this Agreement or do not, and the consummation of the transactions contemplated hereby and will not, (iii) neither the execution, delivery violate or performance of this Agreement by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of the trust, charter or organizational documents or by-laws or comparable documents of the Holding EntitiesSeller Representative, (Bii) result in the imposition of any breach Liens under, cause or violation of, or constitute a default (or an event which, with notice or lapse permit the acceleration of time or both, would become a default) any obligation under, or give to others any rights of terminationviolate or conflict with the terms, amendment, acceleration conditions or cancellation provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or result in the creation of a lien on such property other contract, agreement or asset of any Seller Party pursuant to, any contract instrument to which any Seller Party is a party or by which any Seller Party or any property of the Sale Shares is bound, or asset of (iii) result in a breach or violation by any Seller Party is bound or affected or (C) violate of any order, writ, injunction, decree, statutelaw, rule or regulation applicable or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency; (e) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by any Seller Party, nor is any Seller Party required to obtain the approval of any person or entity or any Seller Party’s properties court, governmental authority or assets.regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and (df) There is are no action, suit, investigation, complaint claims for brokerage commissions or finder’s fees or agent’s commissions or other proceeding pending against any Seller Party or, to the knowledge of the Seller Parties, threatened against any Seller Party or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of its rights under like payment in connection with this Agreement or the performance by any party of its obligations under this Agreementtransactions contemplated hereby. (eg) The Seller Parties understand and acknowledge that or Seller Representative, as appropriate, have (i) timely paid all Taxes required to be paid by such Seller Party (including all Taxes required to be paid with respect to the Investors are entering into the Transaction Agreements in reliance upon the Seller Parties’ execution and delivery of this Agreement and the representations and warranties acquisition, ownership or disposition of the Seller Parties contained hereinSale Shares), and (ii) timely filed with the relevant governmental authority all Tax Returns required to be filed by any of them, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Each of the Seller Parties hereby Parties, jointly represent and warrant severally, represents and warrants to the Investors Buyer as follows: (a) Each of the Holding Entities is Seller Parties has the record owner ofnecessary legal capacity, power and has good authority to execute, deliver and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and carry out the terms and provisions of this Agreement. As of Agreement and to consummate the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as transactions contemplated by this Agreement.hereby; (b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of this This Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller Parties and, assuming due authorization, execution and delivery by the Investorsand on behalf of Buyer, constitutes a legal, valid and binding obligation of the each Seller PartiesParty, enforceable against the Seller Parties in accordance with its terms, except as enforcement may be limited by applicable bankruptcy or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).; (c) Except for the applicable requirements As of the Exchange Actdate hereof Seller Parties are the joint owners, (i) no filing withbeneficially and of record, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of the Seller Parties for Sale Shares, free and clear of any Liens and will transfer at Closing to Buyer good and valid title to the execution, Sale Shares free and clear of any Liens; (d) The execution and delivery and performance of this Agreement or do not, and the consummation of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by the Seller Parties nor the consummation of the transactions contemplated hereby nor compliance with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of the Holding Entitieswill not, (Bi) result in the imposition of any breach Liens under, cause or violation of, or constitute a default (or an event which, with notice or lapse permit the acceleration of time or both, would become a default) any obligation under, or give to others any rights of terminationviolate or conflict with the terms, amendment, acceleration conditions or cancellation provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or result in the creation of a lien on such property other contract, agreement or asset of any Seller Party pursuant to, any contract instrument to which any Seller Party is a party or by which any Seller Party or any property of the Sale Shares is bound, or asset of (ii) result in a breach or violation by any Seller Party is bound or affected or (C) violate of any order, writ, injunction, decree, statutelaw, rule or regulation applicable or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency; (e) There exists no restriction upon the sale and delivery to Buyer of the Sale Shares by any Seller Party, nor is any Seller Party required to obtain the approval of any person or entity or any Seller Party’s properties court, governmental authority or assets.regulatory agency to effect the sale of such Shares in accordance with the terms hereof; and (df) There is are no action, suit, investigation, complaint claims for brokerage commissions or finder’s fees or agent’s commissions or other proceeding pending against any Seller Party or, to the knowledge of the Seller Parties, threatened against any Seller Party or any other person, that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Investors of its rights under like payment in connection with this Agreement or the performance by any party of its obligations under this Agreementtransactions contemplated hereby. (eg) The Seller Parties understand and acknowledge that have (i) timely paid all Taxes required to be paid by any of them (including all Taxes required to be paid with respect to the Investors are entering into the Transaction Agreements in reliance upon the Seller Parties’ execution and delivery of this Agreement and the representations and warranties acquisition, ownership or disposition of the Seller Parties contained hereinSale Shares), and (ii) timely filed with the relevant governmental authority all Tax Returns required to be filed by any of them, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.