Common use of Representations and Warranties of the Stockholder Group Clause in Contracts

Representations and Warranties of the Stockholder Group. Each of the Stockholders represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. Each of the Stockholders represents and warrants to the Company that it and its Affiliates and Associates (as such terms are hereinafter defined) (i) are the “beneficial owners” (as such term is hereinafter defined) of the number of shares of the Company’s common stock (“Shares”) and Derivative Instruments (as such term is hereinafter defined) as set forth on Exhibit A hereto with respect to such Stockholder and its Affiliates and Associates, (ii) do not beneficially own, or have any rights, options or agreements to acquire or vote, any other Shares or Derivative Instruments, and (iii) do not beneficially own, or have any rights, options or agreements to acquire, any indebtedness of the Company. Philadelphia Financial represents and warrants to the Company that it is the general partner of Boathouse Row I, L.P. and Boathouse Row II, L.P. and the investment advisor to Boathouse Row Offshore Ltd. and OC 532 Offshore Ltd, it has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement. Voce represents and warrants to the Company that it is the sole managing member of Voce Capital Management and has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement.

Representations and Warranties of the Stockholder Group. Each of the Stockholders represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Stockholder, and is a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. Each of the Stockholders represents and warrants to the Company that it and its Affiliates and Associates (as such terms are hereinafter defined) (i) are the “beneficial owners” (as such term is hereinafter defined) of the number of shares of the Company’s common stock (“Shares”) and Derivative Instruments (as such term is hereinafter defined) as set forth on Exhibit A hereto with respect to such Stockholder and its Affiliates and Associates, (ii) do not beneficially own, or have any rights, options or agreements to acquire or vote, any other Shares or Derivative Instruments, and (iii) do not beneficially own, or have any rights, options or agreements to acquire, any indebtedness of the Company. Philadelphia Financial represents and warrants to the Company that it is the general partner of Boathouse Row I, L.P. and Boathouse Row II, L.P. and the investment advisor to Boathouse Row Offshore Ltd. and OC 532 Offshore Ltd, it has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement. Voce represents and warrants to the Company that it is the sole managing member of Voce Capital Management and has sole power to acquire, dispose of and vote the Shares and Derivative Instruments identified on Exhibit A as beneficially owned by it or its Affiliates and Associates, and it has the ability to and shall cause each of such entities to comply with the terms of this Agreement.