Common use of Representations and Warranties of the Shareholder Parties Clause in Contracts

Representations and Warranties of the Shareholder Parties. (a) Each Shareholder Party represents and warrants to the Company that (i) the authorized signatories of such Shareholder Party set forth on the signature page hereto have the power and authority to execute this Agreement and to bind the applicable Shareholder Party to this Agreement, (ii) this Agreement has been duly authorized, executed and delivered by each Shareholder Party, and is a valid and binding obligation of each Shareholder Party, enforceable against such Shareholder Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (iii) the execution, delivery and performance of this Agreement by such Shareholder Party does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it or (B) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Shareholder Party is a party or by which it is bound. (b) Each Shareholder Party represents and warrants that, as of the date of this Agreement, (i) the Shareholder Parties Beneficially Own an aggregate of 3,167,718 shares of Common Stock and (ii) except for such ownership, no member of the Shareholder Parties, individually or in the aggregate with all other members of the Shareholder Parties and their controlled Affiliates which are not publicly traded entities, has any other Beneficial Ownership of any shares of Common Stock or any securities convertible or exchangeable into or exercisable for any shares of Common Stock.

Representations and Warranties of the Shareholder Parties. (a) Each Shareholder Party represents and warrants to the Company that (ia) the its applicable authorized signatories of such Shareholder Party set forth signatory named on the signature page hereto have of this Agreement has the power and authority to execute and deliver this Agreement and any other documents or agreements to bind the applicable Shareholder Party to be entered into in connection with this Agreement, (iib) this Agreement has been duly and validly authorized, executed and delivered by each such Shareholder Party,constitutes the valid, binding obligation of, and is a valid and binding obligation of each Shareholder Partyenforceable against, enforceable against such Shareholder Party in accordance with its terms, except as such enforcement thereof may be limited by applicable bankruptcythe Enforceability Exceptions, insolvency(c) the execution of this Agreement, reorganizationthe consummation of any of the transactions contemplated by the Agreement and the fulfillment of the terms of this Agreement, moratoriumin each case in accordance with the terms of this Agreement, fraudulent conveyance will not conflict with or similar laws generally affecting result in a breach or violation of the rights organizational documents of creditors and subject to general equity principles and such Shareholder Party as in effect on the Effective Date, (iiid) the execution, delivery and performance of this Agreement by such Shareholder Party does not and will not (i) violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it such Shareholder Party or (Bii) result in any breach or violation of or constitute a default (or an any event which that with notice or lapse of time or both could become constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Shareholder Party is a party or by which it such Shareholder Party is bound. , (be) Each Shareholder Party represents and warrants that, as of the date of this AgreementEffective Date, (i) the Shareholder Parties Beneficially Own an aggregate of 3,167,718 shares of Common Stock and (ii) except for such ownership, no member of the Shareholder Parties, individually or are deemed to beneficially own in the aggregate with all other members of the Shareholder Parties and their controlled Affiliates which are not publicly traded entities, has any other Beneficial Ownership of any shares of Common Stock or any securities convertible or exchangeable into or exercisable for any 1,391,503 shares of Common Stock, and (f) no Shareholder Party has, or has any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into, exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, in each case (i) whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event, (ii) whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), (iii) whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and (iv) without regard to any short position under any such contract or arrangement).

Representations and Warranties of the Shareholder Parties. (a) Each Shareholder Party represents and warrants to the Company that (i) the authorized signatories of such Shareholder Party set forth on the signature page hereto have the power and authority to execute this Agreement and to bind the applicable Shareholder Party to this Agreement, (ii) this Agreement has been duly authorized, executed and delivered by each Shareholder Party, and is a valid and binding obligation of each Shareholder Party, enforceable against such Shareholder Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (iii) the execution, delivery and performance of this Agreement by such Shareholder Party does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it or (B) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Shareholder Party is a party or by which it is bound. (b) Each Shareholder Party represents and warrants that, as of the date of this Agreement, (i) the Shareholder Parties Beneficially Own an aggregate of 3,167,718 shares 45,000,000shares of Common Stock and (ii) except for such ownership, no member of the Shareholder Parties, individually or in the aggregate with all other members of the Shareholder Parties and their controlled Affiliates which are not publicly traded entities, has any other Beneficial Ownership of any shares of Common Stock or any securities convertible or exchangeable into or exercisable for any shares of Common Stock.

Representations and Warranties of the Shareholder Parties. (a) Each Shareholder Party represents and warrants to the Company that (i) the authorized signatories of such Shareholder Party set forth on the signature page hereto have the power and authority to execute this Agreement and to bind the applicable Shareholder Party to this Agreement, (ii) this Agreement has been duly authorized, executed and delivered by each Shareholder Party, and is a valid and binding obligation of each Shareholder Party, enforceable against such Shareholder Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (iii) the execution, delivery and performance of this Agreement by such Shareholder Party does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it or (B) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Shareholder Party is a party or by which it is bound. (b) Each Shareholder Party represents and warrants that, as of the date of this Agreement, (i) the Shareholder Parties Beneficially Own an aggregate of 3,167,718 11,530,500 shares of Common Stock and (ii) except for such ownership, no member of the Shareholder Parties, individually or in the aggregate with all other members of the Shareholder Parties and their controlled Affiliates which are not publicly traded entities, has any other Beneficial Ownership of any shares of Common Stock or any securities convertible or exchangeable into or exercisable for any shares of Common Stock.