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

Representations and Warranties of the Stockholder Parties. Each Stockholder Party severally represents and warrants to the Company as follows: (a) such Stockholder Party has the power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, and delivered by such Stockholder Party, constitutes a valid and binding obligation and agreement of such Stockholder Party and, assuming the valid execution and delivery hereof by the Company, is enforceable against such Stockholder Party in accordance with its terms, except as enforcement of this Agreement 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; (c) the execution, delivery, and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to such Stockholder Party or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could 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 Stockholder Party is a party or by which it is bound; (d) such Stockholder Party is the beneficial owner of the number of Company Common Shares set forth on Exhibit A as of the date of this Agreement, and the information set forth on Exhibit A with respect to the number of Company Common Shares beneficially owned by such Stockholder Party as of the date of this Agreement, any derivative or other economic arrangements in place with respect to securities of the Company, and the manner in which such Company Common Shares are held, is true, accurate and complete in all respects other than de minimis respects; and (e) to the knowledge of such Stockholder Party after reasonable inquiry, there is no legal or contractual restriction that would prohibit the New Director from serving on the Board or any committees of the Board to which the New Director will be appointed or elected pursuant to this Agreement.

Representations and Warranties of the Stockholder Parties. Each Stockholder Party severally represents and warrants to the Company as follows: solely for and on behalf of itself that (a) such Stockholder Party has the power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Stockholder Party, and constitutes a valid and binding obligation and agreement of such Stockholder Party andParty, assuming the valid execution and delivery hereof by the Company, is enforceable against such Stockholder Party in accordance with its terms, except as enforcement of this Agreement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles; , (b) the signatory for such Stockholder Party has the power and authority to execute this Agreement and any other documents or agreements entered into in connection with this Agreement on behalf of itself and the applicable Stockholder Party associated with that signatory’s name, and to bind such Stockholder Party to the terms hereof and thereof, (c) the execution, delivery, delivery and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment, judgment or decree applicable to such Stockholder Party it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute become 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, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Stockholder Party member is a party or by which it is bound; , (d) no Stockholder Party shall seek, and each Stockholder Party acknowledges that it does not have the right to receive, confidential information concerning the Company from the New Directors (or any Replacement), and (e) such Stockholder Party is the beneficial owner not and will not become party to any agreement, arrangement or understanding (whether written or oral) with either of the number of Company Common Shares set forth on Exhibit A as of the date of this Agreement, and the information set forth on Exhibit A New Directors (or any Replacement) with respect to the number of Company Common Shares beneficially owned by such Stockholder Party person’s service as of the date of this Agreement, any derivative or other economic arrangements in place with respect to securities of the Company, and the manner in which such Company Common Shares are held, is true, accurate and complete in all respects other than de minimis respects; and (e) to the knowledge of such Stockholder Party after reasonable inquiry, there is no legal or contractual restriction that would prohibit the New Director from serving a director on the Board or any committees of the Board to which the New Director will be appointed or elected pursuant to this AgreementBoard.

Representations and Warranties of the Stockholder Parties. Each Stockholder Party severally represents and warrants to the Company as follows: that (a) such Stockholder Party its applicable authorized signatory named on the signature page of this Agreement has the power and authority to execute, deliver, execute and carry out the terms and provisions of deliver this Agreement and any other documents or agreements to consummate the transactions contemplated by be entered into in connection with this Agreement; , (b) this Agreement has been duly and validly authorized, executed, executed and delivered by such Stockholder Party, constitutes a valid and the valid, binding obligation of, and agreement of such Stockholder Party and, assuming the valid execution and delivery hereof by the Company, is enforceable against against, such Stockholder Party in accordance with its terms, except as such enforcement of this Agreement may be limited by applicable bankruptcythe Enforceability Exceptions, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution of this Agreement, the consummation of any of the transactions contemplated by the Agreement and the fulfillment of the terms of this Agreement, in each case in accordance with the terms of this Agreement, will not conflict with or result in a breach or violation of the organizational documents of such Stockholder Party as in effect on the Effective Date, (d) the execution, delivery, delivery and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment, judgment or decree applicable to such Stockholder Party or (ii) 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 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, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, understanding or arrangement to which such Stockholder Party is a party or by which it is bound; (d) such Stockholder Party is the beneficial owner of the number of Company Common Shares set forth on Exhibit A bound, (e) as of the date Effective Date, the Stockholder Parties beneficially own in the aggregate 2,133,291 shares of this AgreementCommon Stock, and the information set forth on Exhibit A with respect to the number of Company Common Shares beneficially owned by such (f) no Stockholder Party as of the date of this Agreementhas, or has any right to acquire, any derivative or interest in any other economic arrangements in place with respect to securities of the CompanyCompany (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 under the Exchange Act), (iii) whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and the manner in which (iv) without regard to any short position under any such Company Common Shares are held, is true, accurate and complete in all respects other than de minimis respects; and (e) to the knowledge of such Stockholder Party after reasonable inquiry, there is no legal contract or contractual restriction that would prohibit the New Director from serving on the Board or any committees of the Board to which the New Director will be appointed or elected pursuant to this Agreementarrangement).