Common use of Representations and Warranties of the Selling Unitholder Clause in Contracts

Representations and Warranties of the Selling Unitholder. The Selling Unitholder represents and warrants to, and agrees with, Repay, as of the date hereof and as of the date of any delivery of Subject Units pursuant to this Agreement, that: (a) The Selling Unitholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby has been duly and validly taken, and the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby will not result in any violation of the provisions of its certificate of formation or operating agreement. (b) The Selling Unitholder is the sole record owner of the Subject Units to be sold by it hereunder, free and clear of all liens, encumbrances, equities and claims, and the Selling Unitholder has sole authority to sell, transfer or otherwise dispose of such Subject Units. (c) No consent, approval, authorization, filing (other than filings under Section 16(a) of the Securities Exchange Act of 1934, as amended, made after the consummation of the transactions contemplated herein), order, registration or qualification of or with any court or governmental agency or body or any other person or entity is required for the sale of the Subject Units by the Selling Unitholder as contemplated by this Agreement. (d) Neither the Selling Unitholder nor any entity disregarded as an entity separate from the Selling Unitholder for United States federal income tax purposes holds any shares of Class A common stock of Repay (“Class A Common Stock”) or will acquire any shares of Class A Common Stock from the date hereof through the consummation of the last sale of the Subject Units pursuant to this Agreement. (e) The Selling Unitholder acknowledges and agrees that, except as set forth in this Agreement, Repay is not making any express or implied warranties in connection with the sale of the Subject Units under this Agreement. The Selling Unitholder has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding sale of the Subject Units under this Agreement and of making an informed investment decision. The Selling Unitholder or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Repay concerning the sale of the Subject Units under this Agreement, and all such questions have been answered to the Selling Unitholder’s satisfaction. The Selling Unitholder is not relying on Repay with respect to the tax and other economic considerations of the sale of the Subject Units under this Agreement, and the Selling Unitholder has relied on the advice of, or has consulted with, its own advisors.

Representations and Warranties of the Selling Unitholder. The Selling Unitholder represents and warrants to, and agrees with, Repay, the Underwriter as of the date hereof and as of the date of any delivery of Subject Units pursuant to set forth below in this Agreement, that:Section 7. (a) The Selling Unitholder has full rightreviewed the Registration Statement and the Disclosure Package and, although the Selling Unitholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of the Selling Unitholder that would lead the Selling Unitholder to believe that (i) as of the most recent Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements made therein not misleading or (ii) as of the Applicable Time, the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this Section 7(a) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriter expressly for use in the Registration Statement, the Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriter acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriter by or on behalf of the Selling Unitholder expressly for use in the Registration Statement, the Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of Units owned and the number of Units proposed to be offered by the Selling Unitholder, the address of the Selling Unitholder, any information relating to the organizational structure of the Selling Unitholder and the beneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholders” in the Registration Statement, the Disclosure Package, the Prospectus, and the information appearing in the Disclosure Package and the Prospectus under the captions “Summary—Our Relationship with Memorial Resource” and “Selling Unitholders,” and the term “Selling Unitholder Information” shall be limited to such information. (b) The Selling Unitholder has, and immediately prior to the delivery of the Units on the Closing Date will have, good and valid title to the Units, free and clear of all Liens, except for Liens to be released on the Closing Date pursuant to that certain Release of Security Interests, dated as of the Closing Date, made by Xxxxx Fargo Bank, N.A., as administrative agent for the lenders under the Credit Agreement (as defined therein) in favor of the Selling Unitholder. (c) Upon payment for the Units to be sold by the Selling Unitholder, delivery of the Units, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee by the Partnership and DTC indicating by book entry on its records that such Units have been credited to securities accounts maintained by the Underwriter at DTC and payment therefor in accordance with this Agreement, the Underwriter will acquire a security entitlement within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”) with respect to such Units and, under the UCC, an action based on an adverse claim within the meaning of Section 8-105 of the UCC to such Units may not be asserted against the Underwriter with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery, registration and crediting occur, (A) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, (C) neither of DTC or the Underwriter have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) to the Units, and (D) appropriate book entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC). (d) The Selling Unitholder has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. (e) The Selling Unitholder has the limited liability company power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder under this Agreement, to sell and all deliver the Units in accordance with and upon the terms and conditions set forth in this Agreement and to consummate the transactions contemplated by this Agreement. All action required to be taken by the Selling Unitholder for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby have been validly taken. (f) This Agreement has been duly authorized, executed and validly taken, delivered by the Selling Unitholder. (g) Neither of (i) the offering and sale of the Units by the Selling Unitholder or (ii) the execution, delivery and performance of this Agreement and consummation of by the transactions contemplated hereby Selling Unitholder (A) conflicts or will not result in any conflict with, or constitutes or will constitute a violation of the provisions of its limited liability company agreement or certificate of formation of the Selling Unitholder, (B) conflicts or operating will conflict with, or constitutes or will constitute a breach or violation of, or a default under (or an event that, with notice or lapse of time or both would constitute such a default), any indenture, mortgage, deed of trust, loan agreement. (b) The , lease or other agreement or instrument to which the Selling Unitholder is the sole record owner a party or bound or to which its property is subject, (C) violates or will violate any statute, law, regulation, judgment, decree or injunction of the Subject Units to be sold by it hereunder, free and clear of all liens, encumbrances, equities and claims, and the Selling Unitholder has sole authority to sell, transfer or otherwise dispose of such Subject Units. (c) No consent, approval, authorization, filing (other than filings under Section 16(a) of the Securities Exchange Act of 1934, as amended, made after the consummation of the transactions contemplated herein), order, registration or qualification of or with any court or governmental agency or body or any other person or entity is required for the sale of the Subject Units by having jurisdiction over the Selling Unitholder as contemplated by or any of its properties in a proceeding to which it or its property is a party or (D) results or will result in the creation or imposition of any Lien upon any property or assets of the Selling Unitholder, except for such conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) and (D), that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Selling Unitholder to consummate the transactions provided for in this Agreement. (dh) Neither No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over the Selling Unitholder nor or any entity disregarded as an entity separate from of its properties or assets is required in connection with (i) the execution, delivery or performance of this Agreement by the Selling Unitholder for United States federal income tax purposes holds any shares of Class A common stock of Repay or (“Class A Common Stock”ii) the sale or will acquire any shares of Class A Common Stock from delivery by the date hereof through the consummation Selling Unitholder of the last sale of the Subject Units pursuant to this Agreement, other than (A) registration of the Units under the Act, which has been effected, (B) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriter, (C) under the rules and regulations of FINRA, (D) consents that have been, or prior to the Closing Date will be, obtained, (E) consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Selling Unitholder to consummate the transactions contemplated by this Agreement, and (F) as described in the Registration Statement, the Disclosure Package and the Prospectus. (ei) The Selling Unitholder acknowledges and agrees thathas not taken, except as set forth in this Agreementdirectly or indirectly, Repay is not making any express action designed to or implied warranties in connection with that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Subject Units under this Agreement. The Selling Unitholder has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding sale of the Subject Units under this Agreement and of making an informed investment decision. The Selling Unitholder or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Repay concerning the sale of the Subject Units under this Agreement, and all such questions have been answered to the Selling Unitholder’s satisfaction. The Selling Unitholder is not relying on Repay with respect to the tax and other economic considerations of the sale of the Subject Units under this Agreement, and the Selling Unitholder has relied on the advice of, or has consulted with, its own advisorsUnits.

Representations and Warranties of the Selling Unitholder. The Selling Unitholder represents and warrants to, and agrees with, Repayeach Agent, as of the date hereof unless otherwise specified, on and as of (i) the date of any delivery of Subject Units pursuant to this Agreement, that(ii) each date on which the Custodian receives a Transaction Acceptance, (iii) each date on which the Custodian or Selling Unitholder executes and delivers a Terms Agreement, (iv) each Settlement Date and (vi) each Bring-Down Delivery Date (as defined in Section 7(b)) (each such date listed in (i) through (vi), a “Representation Date”), as follows: (a) The Selling Unitholder is the record and beneficial owner of the Secondary Units to be sold by it hereunder free and clear of all Liens and has full right, power and authority to execute and deliver this Agreement and to perform sell its obligations hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby has been duly and validly takeninterest in such Secondary Units, and upon the executiondelivery of, delivery against payment for, such Secondary Units pursuant to this Agreement, any purchaser will acquire good and performance marketable title thereto, free and clear of this Agreement and consummation of the transactions contemplated hereby will not result in any violation of the provisions of its certificate of formation or operating agreementLiens. (b) The Selling Unitholder is has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the sole record owner Exchange Act or otherwise, stabilization or manipulation of the Subject Units price of any security of the Partnership to be sold by it hereunder, free and clear facilitate the sale or resale of all liens, encumbrances, equities and claims, and the Selling Unitholder has sole authority to sell, transfer or otherwise dispose of such Subject Secondary Units. (c) The Secondary Units have been placed in custody for delivery pursuant to the terms of this Agreement in favor of the Custodian; the Secondary Units so held in custody by the Partnership for the Selling Unitholder are subject to the interests hereunder of the Agents; the arrangements for custody and delivery of such Secondary Units made by the Selling Unitholder hereunder, are not subject to termination by any acts of the Selling Unitholder, or by operation of law, whether by the death or incapacity of the Selling Unitholder or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur before the delivery of such Units hereunder, certificates for the Secondary Units will be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity or other event. (d) No consent, approval, authorization, filing (other than filings under Section 16(a) authorization or order of the Securities Exchange Act of 1934, as amended, made after the consummation of the transactions contemplated herein), order, registration or qualification of or with any court or governmental agency or body or any other person or entity is required for the consummation by the Selling Unitholder of the transactions contemplated herein, except such as may have been obtained. (e) Neither the sale of the Subject Units being sold by the Selling Unitholder nor the consummation of any other of the transactions herein contemplated by the Selling Unitholder or the fulfillment of the terms hereof by the Selling Unitholder or the Custodian on behalf of the Selling Unitholder will conflict with, result in a breach or violation of, or constitute a default under any law or the certificate of formation or limited liability company agreement of the Selling Unitholder or the terms of any indenture or other agreement or instrument to which the Selling Unitholder is a party or bound, or any judgment, order or decree applicable to the Selling Unitholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Unitholder. (f) This Agreement and any Terms Agreement delivered by the Selling Unitholder have been duly authorized, executed and delivered by or on behalf of the Selling Unitholder. (g) As of the date of this Agreement, at each Time of Sale and at each Settlement Date, the Selling Unitholder Registration Statement or the Prospectus did not or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representations and warranties in this Section 4(g) relate only to information in the Selling Unitholder Registration Statement or Prospectus relating to or dealing with the Selling Unitholder. (h) The Custodian is authorized to carry out any and all acts on behalf of the Selling Unitholder and make all directions, confirmations and orders to the Agents required to be performed by the Selling Unitholder under the provisions of this Agreement. (i) The sale of the Secondary Units by the Selling Unitholder as contemplated pursuant to this Agreement is not prompted by this Agreementany material information concerning the Partnership or any of its direct or indirect subsidiaries that is not set forth in the Registration Statements, Prospectus and any Permitted Free Writing Prospectus. (dj) Neither (i) None of the Selling Unitholder, nor to the knowledge of the Selling Unitholder, any director, officer, agent, employee or affiliate of the Selling Unitholder nor any entity disregarded as an entity separate from the Selling Unitholder for United States federal income tax purposes holds any shares of Class A common stock of Repay (“Class A Common Stock”) or will acquire any shares of Class A Common Stock from the date hereof through the consummation of the last sale of the Subject Units pursuant to this Agreement.representative thereof, is a Person that is, or is owned or controlled by a Person that is: (eA) The Selling Unitholder acknowledges the subject of any Sanctions (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and agrees that, except as set forth in this Agreement, Repay is not making any express or implied warranties in connection with the sale of the Subject Units under this Agreement. The Selling Unitholder has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding sale of the Subject Units under this Agreement and of making an informed investment decision. The Selling Unitholder or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Repay concerning the sale of the Subject Units under this Agreement, and all such questions have been answered to the Selling Unitholder’s satisfaction. The Selling Unitholder is not relying on Repay with respect to the tax and other economic considerations of the sale of the Subject Units under this Agreement, and the Selling Unitholder has relied on the advice of, or has consulted with, its own advisorsSyria).

Representations and Warranties of the Selling Unitholder. The Selling Unitholder represents and warrants to, and agrees with, Repay, the Underwriters as of the date hereof and as of the date of any delivery of Subject Units pursuant to set forth below in this Agreement, that:Section 7. (a) The Selling Unitholder has full right, power and authority to execute and deliver this This Agreement and to perform its obligations hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized, executed and validly taken, and the execution, delivery and performance of this Agreement and consummation delivered by or on behalf of the transactions contemplated hereby will not result in any violation of the provisions of its certificate of formation or operating agreementSelling Unitholder. (b) The Selling Unitholder is has, and immediately prior to the sole record owner delivery of the Subject Units on the Closing Date will have, good and valid title to be sold by it hereunderthe Units, free and clear of all liensLiens, encumbrances, equities and claimsexcept for restrictions on transferability contained in the Partnership Agreement, and has full authority to sell and deliver the Units in accordance with and upon the terms and conditions set forth in this Agreement, and, upon payment for the Units to be sold by the Selling Unitholder, delivery of the Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee by the Partnership and DTC indicating by book entry on its records that such Units have been credited to securities accounts maintained by the Underwriters at DTC and payment therefor in accordance with this Agreement, the Underwriters will acquire a security entitlement within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”) with respect to such Units and, under the UCC, an action based on an adverse claim within the meaning of Section 8-105 of the UCC to such Units may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery, registration and crediting occur, (A) the Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, (C) neither of DTC or the Underwriters have “notice of an adverse claim” (as defined in Section 8-105 of the UCC) to the Units, and (D) appropriate book entries to the account of the Underwriters on the records of DTC will have been made pursuant to the UCC. (c) The Selling Unitholder has sole authority not taken, directly or indirectly, any action designed to sellor that would constitute or that might reasonably be expected to cause or result in, transfer under the Exchange Act or otherwise dispose otherwise, stabilization or manipulation of such Subject the price of any security of the Partnership to facilitate the sale or resale of the Units. (cd) No consent, approval, authorization, filing (other than filings under Section 16(a) authorization or order of the Securities Exchange Act of 1934, as amended, made after the consummation of the transactions contemplated herein), order, registration or qualification of or with any court or governmental agency or body or any other person or entity is required for the consummation or performance by the Selling Unitholder of the transactions contemplated under this Agreement, except (i) as may be required under state securities or “blue sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date or any Option Closing Date, (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not reasonably be expected to have a material adverse effect on the Selling Unitholder’s ability to perform its obligations hereunder or materially impair the validity or enforceability hereof or thereof and (iv) as described in the Registration Statement. (e) Neither the sale of the Subject Units being sold by the Selling Unitholder nor the consummation of any other of the transactions contemplated under, or the execution and delivery of, this Agreement by the Selling Unitholder or the fulfillment of the terms hereof or thereof by the Selling Unitholder will conflict with, result in a breach or violation of, or constitute a default under (i) any law, (ii) the certificate of formation or limited liability company agreement of the Selling Unitholder or (iii) the terms of any indenture or other agreement or instrument to which the Selling Unitholder is a party or bound, or any judgment, order or decree applicable to the Selling Unitholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Unitholder, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, default or violation that would not, individually or in the aggregate, have a material adverse effect on the Selling Unitholder’s ability to perform its obligations hereunder or thereunder or materially impair the validity or enforceability hereof. (f) The sale of Units by the Selling Unitholder as contemplated pursuant to this Agreement is not prompted by this Agreementany information concerning the Partnership or any of its subsidiaries which is not set forth in the Disclosure Package and the Prospectus. (dg) Neither In respect of any statements in or omissions from the Registration Statement, Disclosure Package and Prospectus or any amendment or supplement thereto used by the Partnership or the Underwriters, as the case may be, made in reliance upon and in conformity with information furnished in writing to the Partnership by the Selling Unitholder nor any entity disregarded as an entity separate from the Selling Unitholder specifically for United States federal income tax purposes holds any shares of Class A common stock of Repay (“Class A Common Stock”) or will acquire any shares of Class A Common Stock from the date hereof through the consummation of the last sale of the Subject Units pursuant to this Agreement. (e) The Selling Unitholder acknowledges and agrees that, except as set forth in this Agreement, Repay is not making any express or implied warranties use in connection with the sale preparation thereof, such information, as of the Subject Units Time of Sale, did not contain, and as of the Closing Date, will not contain, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein (and except in the case of the Registration Statement), in the light of the circumstances under which they were made not misleading. For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement. The Selling Unitholder has such knowledge , the only information furnished to the Partnership and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding sale of the Subject Units under this Agreement and of making an informed investment decision. The Selling Unitholder Underwriters by or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Repay concerning the sale Selling Unitholder expressly for use in the Registration Statement, the Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of Units owned and the Subject number of Units under this Agreement, and all such questions have been answered proposed to be offered by the Selling Unitholder’s satisfaction. The , the address of the Selling Unitholder is not relying on Repay with respect Unitholder, and any information relating to the tax and other economic considerations organizational structure of the sale of the Subject Units under this Agreement, and the Selling Unitholder has relied on and the advice ofbeneficial ownership of the Units held by the Selling Unitholder under the caption “Selling Unitholder” in the Registration Statement, or has consulted with, its own advisorsthe Disclosure Package and the Prospectus and the term “Selling Unitholder Information” shall be limited to such information.

Representations and Warranties of the Selling Unitholder. The Selling Unitholder represents and warrants to, to and agrees with, Repay, as with each of the date hereof and as of the date of any delivery of Subject Units pursuant to this Agreement, Underwriters that: (a) The Selling Unitholder has full right, power and authority to execute and deliver this This Agreement and to perform its obligations hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized, executed and validly taken, and the execution, delivery and performance of this Agreement and consummation delivered by or on behalf of the transactions contemplated hereby will not result in any violation of the provisions of its certificate of formation or operating agreementSelling Unitholder. (b) The execution and delivery by the Selling Unitholder is of, and the sole record owner performance by the Selling Unitholder of its obligations under, this Agreement, the Custody Agreement signed by the Selling Unitholder and Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), relating to the deposit of the Subject Units to be sold by it hereunderthe Selling Unitholder (the “Custody Agreement”), and the Power of Attorney appointing Xxxxx X. Xxxxx as the Selling Unitholder’s attorney-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Pricing Disclosure Package (the “Power of Attorney”) will not contravene (A) any provision of applicable law, (B) the certificate of incorporation or bylaws of the Selling Unitholder, (C) any agreement or other instrument binding upon the Selling Unitholder or (D) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Unitholder, except in the cases of clauses (A), (C) and (D) above, where such contravention would not, singly or in the aggregate, have a material adverse effect on the Selling Unitholder or on the power and ability of the Selling Unitholder to perform its obligations under this Agreement, the Custody Agreement or the Power of Attorney. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Unitholder of its obligations under this Agreement, the Custody Agreement or the Power of Attorney, except such as may be required by the securities or “Blue Sky” laws of the various states in connection with the offer and sale of the Units and except for any consents, approvals, authorizations, orders or qualifications, the absence of which would not, singly or in the aggregate, have a material adverse effect on the Selling Unitholder or on the power or ability of the Selling Unitholder to perform its obligations under this Agreement, the Custody Agreement or the Power of Attorney. (c) The Selling Unitholder has, and on the applicable Closing Date, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Firm Units to be sold by the Selling Unitholder free and clear of all liens, encumbrances, equities Liens and claimsthe legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Selling Unitholder has sole authority Custody Agreement and the Power of Attorney and to sell, transfer or otherwise dispose of such Subject Units. (c) No consent, approval, authorization, filing (other than filings under Section 16(a) of and deliver the Securities Exchange Act of 1934, as amended, made after the consummation of the transactions contemplated herein), order, registration or qualification of or with any court or governmental agency or body or any other person or entity is required for the sale of the Subject Units to be sold by the Selling Unitholder as contemplated by this Agreementor a security entitlement in respect of such Units. (d) Neither The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by the Selling Unitholder nor any entity disregarded as an entity separate from and are valid and binding agreements of the Selling Unitholder. (e) Upon payment for the Units to be sold by the Selling Unitholder for United States federal income tax purposes holds any shares pursuant to this Agreement, delivery of Class A common stock of Repay such Units, as directed by the Underwriters, to Cede & Co. (“Class A Common StockCede”) or will acquire any shares such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of Class A Common Stock from such Units in the date hereof through name of Cede or such other nominee and the consummation crediting of such Units on the books of DTC to the securities accounts of the last sale Underwriters (assuming that neither DTC nor any such Underwriter has “notice of any adverse claim” (within the meaning of Section 8-105 of the Subject New York Uniform Commercial Code (the “UCC”)) with respect to such Units, (A) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC and (B) each Underwriter will have acquired a securities entitlement (within the meaning of Section 8-102(a)(17) of the UCC) with respect to such Units, free of any “adverse claim,” (within the meaning of Section 8-102 of the UCC) with respect thereto. For purposes of this representation, the Selling Unitholder may assume that the Units are “uncertificated securities” (as defined under Section 8-102(a)(18) of the UCC) and that when such payment, delivery and crediting occur, (X) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (Y) DTC will be registered as a “clearing corporation” (within the meaning of Section 8-102 of the UCC) and (Z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC and that such accounts are “securities accounts” (as defined in Section 8-501(a) of the UCC). (f) The Selling Unitholder is not prompted by any information concerning the MarkWest Entities that is not set forth in the Pricing Disclosure Package or the Prospectus to sell its Units pursuant to this Agreement. (e1) Insofar as it has related to the Selling Unitholder, the Selling Unitholder Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Pricing Disclosure Package does not, and at the Applicable Time will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (3) the Prospectus, as of its date, does not include and, as amended or supplemented, if applicable, will not, as of the Closing Date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon information relating to the Selling Unitholder furnished to the Partnership in writing by the Selling Unitholder expressly for use in the Selling Unitholder Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto. (h) The Selling Unitholder acknowledges has not taken and agrees thatwill not take, except as set forth directly or indirectly, any action that is designed to or that has constituted or that might reasonably be expected to cause or result in this Agreement, Repay is not making stabilization or manipulation of the price of any express or implied warranties in connection with security of the Partnership to facilitate the sale or resale of the Subject Units under this Agreementits Units. The Selling Unitholder has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding sale of the Subject Units under this Agreement and of making an informed investment decision. The Selling Unitholder Any certificate signed by or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Repay concerning the sale of the Subject Units under this Agreement, and all such questions have been answered to the Selling Unitholder’s satisfaction. The Selling Unitholder is not relying on Repay with respect to the tax and other economic considerations of the sale of the Subject Units under this Agreement, and the Selling Unitholder has relied on and delivered to the advice of, Representatives or has consulted with, its own advisorsto counsel for the Underwriters shall be deemed to be a representation and warranty by the Selling Unitholder to each Underwriter as to the matters covered thereby.