Common use of Representations and Warranties of Xxxxxx Clause in Contracts

Representations and Warranties of Xxxxxx. Xxxxxx represents and warrants to Purchaser as of the Effective Date and as of the Closing as though made on the Closing Date as follows: (a) The execution, delivery and performance by Xxxxxx of this Agreement do not and will not (i) conflict with or violate any United States or non-United States Law applicable to Xxxxxx or the Company Group, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, or (iii) result in the creation of any encumbrance on any shares of Xxxxxx Stock (other than under this Agreement, the Tranches Agreements and the Ancillary Agreements (as defined in the First Tranche Agreement)). (b) As of the Effective Date, Xxxxxx owns exclusively and has good and valid title to the shares of Xxxxxx Stock free and clear of any Lien, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, and (ii) applicable securities Laws, and, as of the Effective Date, Xxxxxx has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such shares of Xxxxxx Stock, and Xxxxxx does not own, directly or indirectly, any other Common Stock. As an exception to the foregoing representation and warranty, Xxxxxx has granted to BCW Securities LLC a warrant to purchase up to 800,000 shares of the Xxxxxx Stock, on the terms and subject to the conditions set forth in such warrant. (c) Xxxxxx has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Xxxxxx.