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

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually represent and warrant to the Purchaser that the statements contained in this Section 6 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 6). (a) Each of the Selling Parties has the power and authority to execute, deliver and perform such Selling Parties obligations under this Agreement and to sell, assign, transfer and deliver to the Purchaser his, her or its respective Sellers Shares, as contemplated hereby. No permit, consent, approval or authorization of, or declaration or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by any of the Selling Parties to this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by any of the Selling Parties will violate or result in a breach of any term or provision of any agreement to which that Selling Party is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of that Selling Party’s obligations under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to that Selling Party’s or any of the Selling Party’s properties or assets. (c) This Agreement has been duly and validly executed by each Selling Party, and constitutes the valid and binding obligation of each Selling Party and the Company, enforceable against each Selling Party and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) Each of the Sellers Shares are owned beneficially and of record by such Selling Party in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Sellers Shares to the Purchaser, the Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. None of the Selling Parties is a party to any option, warrant, purchase right, or other contract or commitment that could require that Selling Party to sell, transfer, or otherwise dispose of any capital stock of the Company, other than pursuant to this Agreement. None of the Selling Parties is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually hereby represent and warrant to the Purchaser that the statements contained in this Section 6 are correct and complete Regional Brands as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 6).follows: (a) Each The Selling Parties are New York limited liability companies, which are duly incorporated, validly existing and in good standing under the laws of the State of New York. The Selling Parties each have full power and authority to carry on their business as now conducted. (b) The Selling Parties have good title to the Membership Interests and the Participation Interest, free and clear of all liens, claims, and encumbrances, with full legal right and power to transfer and convey ownership of the Membership Interests and Participation Interest to Regional Brands. (c) The Selling Parties have full power, authority and legal right to enter into this Agreement and to consummate the transactions provided for herein. All actions on the part of the Selling Parties necessary to approve the transactions contemplated by this Agreement have been duly taken. This Agreement has been, and the power other agreements, documents and authority instruments required to execute, deliver and perform such be delivered by the Selling Parties obligations under in accordance with this Agreement will be, duly executed and to sell, assign, transfer delivered by the Selling Parties and deliver to the Purchaser his, her or its respective Sellers Shares, as contemplated hereby. No permit, consent, approval or authorization ofconstitute, or declaration or registration with any governmental or regulatory authority or consent of any third party is required in connection with will constitute when delivered, the execution valid and delivery by any binding agreement of the Selling Parties to enforceable against the Selling Parties in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of by this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof Agreement by any of the Selling Parties do not and will violate not violate, conflict with or result in a the breach of any term material term, condition or provision of, or require the consent of any agreement other person under (i) any existing law, ordinance, or governmental rule or regulation to which that Selling Party Seller is bound or is a partysubject, or be in conflict with or constitute a default under(ii) any judgment, or cause the acceleration of the maturity of that Selling Party’s obligations under any existing agreement or violate any order, writ, injunction, decreedecree or award of any court, statutearbitrator or governmental or regulatory official, rule body or regulation authority which is applicable to that Selling Party’s or any of the Selling Party’s properties Parties, or assets(iii) any instrument, document or agreement, oral or written, to which the Selling Parties are a party. (ce) This Agreement has been duly and validly executed by each Selling Party, and constitutes No broker or similar advisor acting on behalf or under the valid and binding obligation of each Selling Party and the Company, enforceable against each Selling Party and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) Each of the Sellers Shares are owned beneficially and of record by such Selling Party in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Sellers Shares to the Purchaser, the Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. None authority of the Selling Parties is a party or will be entitled to any optionbroker’s or finder’s fee or any other commission or similar fee from the Selling Parties in connection with the transactions contemplated herein. (f) The Selling Parties are not relying on any statement, warrantrepresentation or warranty, purchase rightoral or written, express or implied, made by Regional Brands or BRJ LLC, any of Regional Brands’ or BRJ LLC’s respective stockholders, directors, members, or other contract or commitment that could require that Selling Party to sell, transferowners, or otherwise dispose any of any capital stock of the Companytheir respective affiliates or representatives, other than pursuant to except as expressly set forth in this Agreement. None Except for the representations and warranties of the Selling Parties is a party expressly set forth in this Section 5 and not in limitation hereof, neither the Selling Parties nor any of their respective officers, directors, members, managers, representatives or agents makes any express or implied representation or warranty. (g) Since the date of the audited balance sheet of BRJ LLC for the fiscal year ended December 31, 2018, except as disclosed in Schedule 5(g) hereto or as previously disclosed in (A) documents filed by Regional Brands with the Securities and Exchange Commission or (B) written materials provided to all members of the Board of Managers, to the knowledge of Xxxxxxxx Capital, the business of BRJ LLC has been conducted in the ordinary course of business consistent with past practice and there has not been or occurred any voting trustBRJ LLC Material Adverse Effect or any event, proxycondition, change, or other agreement or understanding with respect effect that could reasonably be expected to the voting of any capital stock of the Companyhave, individually, a BRJ LLC Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually represent and warrant to the Purchaser that the statements contained in this Section 6 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 64). (a) Each of the The Selling Parties has have the power and authority to execute, deliver and perform such Selling Parties obligations under this Agreement and to sell, assign, transfer and deliver to the Purchaser his, her or its their respective Sellers Shares, as contemplated hereby. No permit, consent, approval or authorization of, or declaration or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by any of the Selling Parties to this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by any of the Selling Parties will violate or result in a breach of any term or provision of any agreement to which that the Selling Party is Parties are bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of that Selling Party’s any of the Seller obligations under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to that the Selling Party’s Parties or any of the Selling Party’s Parties properties or assets. (c) This Agreement has been duly and validly executed by each the Selling PartyParties, and constitutes the valid and binding obligation of each Selling Party and the CompanyParties, enforceable against each Selling Party and the Company Parties in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) Each of the Sellers The Selling Party Shares are owned beneficially and of record by such Selling Party in the amounts specified on Schedule A and are validly issued and outstanding, or will be issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “"Liens”"), and upon delivery of the Sellers Seller Shares and the conversion Shares to the Purchaser, the Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. None of the Selling Parties is a party to any option, warrant, purchase right, or other contract or commitment that could require that Selling Party Parties to sell, transfer, or otherwise dispose of any capital of the preferred or common stock of the Company, other than pursuant to this Agreement. None of the Selling Parties is are not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital preferred or common stock of the Company.

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually represent and warrant to the Purchaser that the statements contained in this Section 6 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 64). (a) Each of the Selling Parties has the power and authority to execute, deliver and perform such Selling Parties obligations under this Agreement and to sell, assign, transfer and deliver to the Purchaser his, her or its respective Sellers Shares, as contemplated hereby. No permit, consent, approval or authorization of, or declaration or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by any of the Selling Parties to this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by any of the Selling Parties will violate or result in a breach of any term or provision of any agreement to which that Selling Party is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of that Selling Party’s 's obligations under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to that Selling Party’s 's or any of the Selling Party’s 's properties or assets. (c) This Agreement has been duly and validly executed by each Selling Party, and constitutes the valid and binding obligation of each Selling Party and the CompanyPurchaser, enforceable against each the Selling Party and the Company Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) Each of the Sellers Shares are owned beneficially and of record by such Selling Party in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “"Liens”"), and upon delivery of the Sellers Shares to the Purchaser, the Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. None of the Selling Parties is a party to any option, warrant, purchase right, or other contract or commitment that could require that Selling Party to sell, transfer, or otherwise dispose of any capital stock of the Company, other than pursuant to this Agreement. None of the Selling Parties is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.