Common use of Representations of the Seller Clause in Contracts

Representations of the Seller. (a) The Seller has all necessary power and authority to enter into and to perform his obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Seller owns all right, title and interest in and to, and has the right to transfer to the Company, in connection with the Repurchase provided for herein, all of the Shares being repurchased by the Company, pursuant to the terms of this Agreement, free and clear of all liens, security interests, charges and other encumbrances. (c) The Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller. The Seller acknowledges that he is an officer and director of the Company and as such is very familiar with the Company’s affairs. (d) The Seller acknowledges and understands that the Company, on or around the date of the consummation of the Repurchase, may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Shares.

Representations of the Seller. (a) 3.1 The Seller has all necessary power and authority to enter into and to perform his its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) 3.2 The Seller owns all right, title and interest in and to, and has have the right to transfer to the Company, in connection with the Repurchase provided for herein, all of the Shares being repurchased by the Company, pursuant to the terms of this Agreement, free and clear of all liens, security interests, charges and other encumbrances. (c) The Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller. The Seller acknowledges that he is an officer and director of the Company and as such is very familiar with the Company’s affairs. (d) The Seller acknowledges and understands that the Company, on or around the date of the consummation of the Repurchase, may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Shares.

Representations of the Seller. (a) The Seller has all necessary is validly existing and in good standing under the laws of the jurisdiction of its organization with full right, power and authority to enter into and to perform his its obligations hereunderand agreements under this Agreement, the Instruction Letter and any other document, agreement and/or instrument contemplated herein and/or in any of such other documents (collectively, the “Documents”) and otherwise to carry out its obligations and agreements hereunder and thereunder. This Agreement The execution, delivery and performance by the Seller of this Agreement, the Instruction Letter and any other Documents have been duly authorized by all necessary company or similar action on the part of the Seller (and to the extent required its equity holders) and no consents, permits and/or authorizations are required in connection therewith. Each Document constitutes the valid and binding obligation obligations of the Seller, enforceable against the Seller in accordance with its their respective terms, subject to: to the (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Seller owns all sole and exclusive right, title and interest in and to, and has subject to the SPAs the right to transfer to the Company, Company in connection with the Repurchase provided for hereinRepurchase, all of the Shares Securities being repurchased by the Company, Company in the Repurchase which when transferred pursuant to Section 2 hereof to the terms Company all of this Agreementsuch securities will vest in the Company sole exclusive right, title and interest in the Securities, free and clear of all liens, security interests, charges and charges, rights of first refusal, clouds or title and/or other encumbrancesencumbrances (“Liens”). (c) The Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase. The Seller and its advisors has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that he is an officer and director neither it nor any advisor to the Seller has relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company and and/or any other person, whether or not any such representations, warranties or statements were made in writing or orally, except as such is very familiar with expressly set forth for the Company’s affairsbenefit of the Seller in this Agreement. (d) The Seller acknowledges and understands that the Company, Company on or around the date of the consummation of the Repurchase, Repurchase may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Securities. (e) Neither the Seller nor any of its Affiliates has sold, granted an option in and/or otherwise effected any transaction and/or entered into any agreement, and/or understanding with respect to any of the Securities and/or the Underlying Shares, except for this Agreement and the Instruction Letter. (f) The Preferred Shares have a Face Value as set forth in Schedule 1. (g) The execution, delivery and performance of each of the Documents by the Seller and the consummation by the Seller of the transactions contemplated by any of the Documents do not and will not (a) conflict with or violate any provision of the Seller’s articles of incorporation, bylaws and/or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Seller, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, credit facility, debt or other instrument (evidencing Seller debt or otherwise) or other understanding and/or agreement and/or document to which the Seller is a party and/or is bound (including, but not limited to any subscription agreement, private placement memorandum, purchase agreement (other than the SPAs) and/or similar document and/or agreement between the Seller and/or any of its Affiliates on the one hand and any owner of any equity and/or rights in the Seller and/or any of its Affiliates on the other hand) or by which any property or asset of the Seller and/or any of its Affiliates is bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Seller is subject (including, but not limited to, any U.S. federal and state securities laws and regulations and any applicable law, rule and/or regulation of the Cayman Islands), or by which any property or assets of the Seller is bound or affected, and/or (d) conflict with or violate the terms of any material agreement by which the Seller is bound or to which any property or asset of the Seller is bound or affected; except in the case of each of clauses (b), (c) and (d), such as would not reasonably be expected to result in a material adverse effect on the results of operations, assets, business or financial condition of the Seller. (h) Attached hereto as Schedule 1 is a list of all securities of the Company and/or any of its subsidiaries owned directly and/or indirectly, beneficially and/or of record by the Seller, and the other Discover Releasing Parties (as defined in the Release Agreement), which Schedule 1 shall make reference to all Preferred Shares and all Common Shares (and the amount thereof) owned by such persons and to be bought by the Company on the Closing Date for the Purchase Price.

Representations of the Seller. (a) The Seller has all necessary power and authority to enter into and to perform his its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Seller owns all right, title and interest in and to, and has have the right to transfer to the Company, in connection with the Repurchase provided for herein, all of the Shares being repurchased by the Company, pursuant to the terms of this Agreement, free and clear of all liens, security interests, charges and other encumbrances. (c) The Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Repurchase of the Shares and the business, financial condition, and results of operations of the Company, and all such questions have been answered to the full satisfaction of the Seller. The Seller acknowledges that he is an officer and director of the Company and as such is very familiar with the Company’s affairs. (d) The Seller acknowledges and understands that the Company, on or around the date of the consummation of the Repurchase, may sell shares of Common Stock, or other securities of the Company, to third parties at per share, or effective per-share, purchase prices that may be significantly higher or lower than the per share purchase price being paid hereunder by the Company for the Shares. Notwithstanding any such sales, the Seller agrees to accept the Purchase Price as full and fair payment for the Shares.