Common use of REPRESENTATIONS OF THE INVESTORS Clause in Contracts

REPRESENTATIONS OF THE INVESTORS. In connection with the transactions contemplated hereby, each Investor severally and not jointly represents and warrants to the Company that: (a) All consents, approvals, authorizations, orders or filings necessary for the execution and delivery by such Investor of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Investor hereunder, have been obtained, or will be obtained prior to the delivery of the Repurchase Shares; and such Investor has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Investor hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Investors’ obligations hereunder; (b) This Agreement constitutes a valid and binding agreement of such Investor, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (c) The sale of the Repurchase Shares to be sold by such Investor hereunder and the compliance by such Investor with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (a) any organizational or similar documents pursuant to which such Investor was formed or (b) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(b), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunder. (d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with full dispositive power thereover, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (e) The Investors have received all of the information that they consider necessary or appropriate for deciding whether to sell the Repurchase Shares and have had the opportunity to ask questions and receive answers from the Company. (f) The Investors have had the opportunity to discuss with their tax advisors the consequences of the Repurchase.

REPRESENTATIONS OF THE INVESTORS. In connection with the transactions contemplated hereby, each Investor severally and not jointly represents and warrants to the Company that: (a) All consents, approvals, authorizations, authorizations and orders or filings necessary for the execution and delivery by such Investor of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Investor hereunder, have been obtained, or will be obtained prior to the delivery of the Repurchase Shares; and such Investor has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Investor hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Investors’ obligations hereunder;. (b) This Agreement has been duly authorized, executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (c) The sale of the Repurchase Shares to be sold by such Investor hereunder and the compliance by such Investor with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (ax) any organizational or similar documents pursuant to which such Investor was formed or (by) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(bii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunder. (d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with full dispositive power thereover, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (e) The Investors have received all of the information that they consider necessary or appropriate for deciding whether to sell the Repurchase Shares and have had the opportunity to ask questions and receive answers from the Company. (f) The Investors have had the opportunity to discuss with their tax advisors the consequences of the Repurchase.

REPRESENTATIONS OF THE INVESTORS. In connection with the transactions contemplated hereby, each Each Investor severally and not jointly hereby represents and warrants warrants, with respect to itself only, to the Company thatat the Initial Closing and, for the purpose of this Section 4 only, as of the Milestone Closing, if and when occurs: (a) All consents4.1. Organization; Approvals. Such Investor is duly organized, approvals, authorizations, orders or filings necessary for validly existing and in good standing under the execution and delivery by such Investor of this Agreement and for the sale and delivery laws of the Repurchase Shares to be sold by such Investor hereunderjurisdiction in which it has been incorporated, have been obtained, or will be obtained prior to the delivery of the Repurchase Shares; and such Investor has full right, all requisite power and authority to enter into execute and deliver this Agreement and to sell, assign, transfer and deliver the Repurchase Shares agreement to be sold executed by such Investor hereunderpursuant to this Agreement, except for such consents, approvals, authorizations and orders as would not impair in any material respect to consummate the consummation of the Investors’ transactions and perform its obligations hereunder; (b) contemplated hereby and thereby. This Agreement constitutes a and the agreements to be executed by such Investor under this Agreement, when executed and delivered by such Investor, will be duly and validly authorized, executed and delivered by such Investor and shall constitute the valid and binding agreement obligations of such Investor, legally enforceable against such Investor in accordance with its their respective terms, except to the extent that enforcement thereof as such obligations and enforceability may be limited by bankruptcy, insolvency, reorganization or applicable bankruptcy and other similar laws affecting the enforcement of creditors’ rights or by general generally and except that the availability of equitable principles. (c) The sale remedies is subject to the discretion of the Repurchase Shares to court before which any proceeding therefor may be sold brought (whether in law or in equity). No consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority on the part of such Investor is required that has not been, or will not have been, obtained by such Investor hereunder prior to the Initial Closing in connection with the valid execution, delivery and the compliance by such Investor with all of the provisions performance of this Agreement and the other agreements to be executed by such Investor pursuant to this Agreement or the consummation of the transactions contemplated herein (i) will not conflict with hereby or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (a) any organizational or similar documents pursuant to which such Investor was formed or (b) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(b), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunderthereby. (d) As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with full dispositive power thereover, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (e) The Investors have received all of the information that they consider necessary or appropriate for deciding whether to sell the Repurchase Shares and have had the opportunity to ask questions and receive answers from the Company. (f) The Investors have had the opportunity to discuss with their tax advisors the consequences of the Repurchase.

REPRESENTATIONS OF THE INVESTORS. In connection with the transactions contemplated hereby, each Investor severally and not jointly represents and warrants to the Company that: (a) : All consents, approvals, authorizations, authorizations and orders or filings necessary for the execution and delivery by such Investor of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by such Investor hereunder, have been obtained, or will be obtained prior to the delivery of the Repurchase Shares; and such Investor has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Investor hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Investors’ obligations hereunder; (b) . This Agreement has been duly authorized, executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (c) . The sale of the Repurchase Shares to be sold by such Investor hereunder and the compliance by such Investor with all of the provisions of this Agreement and the consummation of the transactions contemplated herein (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) nor will such action result in any violation of the provisions of (ax) any organizational or similar documents pursuant to which such Investor was formed or (by) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or the property of such Investor; except in the case of clause (i) or clause (ii)(bii)(y), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Investor’s obligations hereunder. (d) . As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Investor will be the beneficial or record holder of the Repurchase Shares with full dispositive power thereover, and holds, and will hold, such Repurchase Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (e) The Investors have received all of the information that they consider necessary or appropriate for deciding whether to sell the Repurchase Shares and have had the opportunity to ask questions and receive answers from the Company. (f) The Investors have had the opportunity to discuss with their tax advisors the consequences of the Repurchase.