Common use of REPRESENTATIONS OF THE SELLING SHAREHOLDERS Clause in Contracts

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each Selling Shareholder severally represents, warrants and covenants to each of the Underwriters that: (a) Such Selling Shareholder has duly executed and delivered a power of attorney (the "Power of Attorney"), in the form heretofore delivered to you, appointing Hugh X. Xxxxxxx xxx Waltxx X. Xxxx, Xx. xx such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact"), with authority to execute, deliver and perform this Agreement on behalf of such Selling Shareholder, and in connection therewith such Selling Shareholder has duly executed and delivered a Custody Agreement, in the form heretofore delivered to you, with the Custodian. Such Selling Shareholder agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody and appointment of the Attorney-in-Fact are irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement, the Power of Attorney or the Custody Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether by the death, incapacity or bankruptcy of such Selling Shareholder or by the occurrence of any other event. If such Selling Shareholder should die, become incapacitated or become bankrupt, or if any other event shall occur, before the delivery of the Shares being sold by such Selling Shareholder hereunder, the certificate for such Shares deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity, bankruptcy or other event had not occurred, regardless of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (b) Such Selling Shareholder has and on the Closing Date will have valid and unencumbered title to the Shares to be sold by such Selling Shareholder on that date and full right, power and authority to enter into this Agreement, the Custody Agreement and the Power of Attorney delivered therewith and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and upon the delivery of and payment for the Shares hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be sold by such Selling Shareholder. (c) Such Selling Shareholder has legal capacity or full corporate power and authority, as applicable, to authorize, execute, and deliver each of this Agreement, the Custody Agreement and the Power of Attorney; each of this Agreement, the Custody Agreement and the Power of Attorney delivered thereunder has been duly authorized, executed and delivered by such Selling Shareholder; the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney delivered thereunder and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Shareholder or any of its properties, or any agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject. (d) No consent, approval, authorization, order, registration, or qualification of or with any court or governmental agency or body is required for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder or for such Selling Shareholder's performance of its obligations under this Agreement and the Custody Agreement or for the execution and delivery of the Power of Attorney delivered under such Custody Agreement, except such as have been obtained and made under the Act and the Rules and Regulations and such as may be required under the securities laws of states and foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder hereunder. (e) There are no contracts, agreements or understandings between such Selling Shareholder and any person which would give rise to a valid claim against such Selling Shareholder for a brokerage commission, finder's fee or other like payment in connection with the offering of the Shares other than the compensation due and payable to the Underwriters as described in the Prospectus. (f) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished to the Company by such Selling Shareholder expressly for use therein, the Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. (g) The sale of Shares by such Selling Shareholder pursuant to this Agreement is not prompted by or based upon any information concerning the Company that is not set forth in the Prospectus. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action, in contravention of any law, designed to result in or which has constituted or which might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of the Selling Shareholder Shareholders, severally representsand not jointly, represents and warrants to, and covenants to agrees with, each of the Underwriters that: (a) Such Selling Shareholder has duly executed All consents, approvals, authorizations and delivered a power of attorney (orders necessary for the "Power of Attorney"), in the form heretofore delivered to you, appointing Hugh X. Xxxxxxx xxx Waltxx X. Xxxx, Xx. xx such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact"), with authority to execute, deliver execution and perform this Agreement on behalf of such Selling Shareholder, and in connection therewith such Selling Shareholder has duly executed and delivered a Custody Agreement, in the form heretofore delivered to you, with the Custodian. Such Selling Shareholder agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody and appointment of the Attorney-in-Fact are irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement, the Power of Attorney or the Custody Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether by the death, incapacity or bankruptcy of such Selling Shareholder or by the occurrence of any other event. If such Selling Shareholder should die, become incapacitated or become bankrupt, or if any other event shall occur, before the delivery of the Shares being sold by such Selling Shareholder hereunder, the certificate for such Shares deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such deathand the Power-of-Attorney and Custody Agreement (collectively, incapacitythe "Custody Agreement") hereinafter referred to, bankruptcy or other event had not occurred, regardless and for the sale and delivery of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (b) Such Selling Shareholder has and on the Closing Date will have valid and unencumbered title to the Shares to be sold by such Selling Shareholder on that date hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement, Agreement and the Custody Agreement and the Power of Attorney delivered therewith and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and upon the delivery of and payment for the Shares hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be sold by such Selling Shareholder.; (cb) Such Selling Shareholder has legal capacity or full corporate power This Agreement and authority, as applicable, to authorize, execute, and deliver each of this Agreement, the Custody Agreement and the Power of Attorney; have each of this Agreement, the Custody Agreement and the Power of Attorney delivered thereunder has been duly authorized, executed and delivered by such Selling Shareholder; the execution, delivery Shareholder and performance of this Agreement, the Custody Agreement each such document constitutes a valid and the Power of Attorney delivered thereunder and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Shareholder or any of its properties, or any agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets binding obligation of such Selling Shareholder is subject.Shareholder, enforceable in accordance with its terms; (dc) No consent, approval, authorization, order, registrationauthorization or order of, or qualification of any filing or with declaration with, any court or governmental agency or body is required for in connection with the sale of the Shares by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions on its part contemplated by this Agreement and delivery the Custody Agreement, except such as have been obtained under the Act or the rules and regulations thereunder and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares; (d) The sale of the Shares to be sold by such Selling Shareholder hereunder or for and the performance by such Selling Shareholder's performance Shareholder of its obligations under this Agreement and the Custody Agreement or for the execution and delivery of the Power of Attorney delivered under such Custody Agreement, except such as have been obtained and made under the Act and the Rules and Regulations and such as may be required under the securities laws of states and foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder hereunder. (e) There are no contracts, agreements or understandings between such Selling Shareholder and any person which would give rise to a valid claim against such Selling Shareholder for a brokerage commission, finder's fee or other like payment in connection with the offering of the Shares other than the compensation due and payable to the Underwriters as described in the Prospectus. (f) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished to the Company by such Selling Shareholder expressly for use therein, the Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. (g) The sale of Shares by such Selling Shareholder pursuant to this Agreement is not prompted by or based upon any information concerning the Company that is not set forth in the Prospectus. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action, in contravention of any law, designed to result in or which has constituted or which might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.the

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of the Selling Shareholder Shareholders, severally representsand not jointly, represents and warrants to, and covenants to agrees with, each of the Underwriters that: (aA) Such Selling Shareholder has duly executed All consents, approvals, authorizations and delivered a power of attorney (orders necessary for the "Power of Attorney"), in the form heretofore delivered to you, appointing Hugh X. Xxxxxxx xxx Waltxx X. Xxxx, Xx. xx such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact"), with authority to execute, deliver execution and perform this Agreement on behalf of such Selling Shareholder, and in connection therewith such Selling Shareholder has duly executed and delivered a Custody Agreement, in the form heretofore delivered to you, with the Custodian. Such Selling Shareholder agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody and appointment of the Attorney-in-Fact are irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement, the Power of Attorney or the Custody Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether by the death, incapacity or bankruptcy of such Selling Shareholder or by the occurrence of any other event. If such Selling Shareholder should die, become incapacitated or become bankrupt, or if any other event shall occur, before the delivery of the Shares being sold by such Selling Shareholder hereunder, the certificate for such Shares deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such deathand the Power-of-Attorney and Custody Agreement (collectively, incapacitythe "Custody Agreement") hereinafter referred to, bankruptcy or other event had not occurred, regardless and for the sale and delivery of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (b) Such Selling Shareholder has and on the Closing Date will have valid and unencumbered title to the Shares to be sold by such Selling Shareholder on that date hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement, Agreement and the Custody Agreement and the Power of Attorney delivered therewith and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and upon the delivery of and payment for the Shares hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be sold by such Selling Shareholder.; (cB) Such Selling Shareholder has legal capacity or full corporate power This Agreement and authority, as applicable, to authorize, execute, and deliver each of this Agreement, the Custody Agreement and the Power of Attorney; have each of this Agreement, the Custody Agreement and the Power of Attorney delivered thereunder has been duly authorized, executed and delivered by such Selling Shareholder and each such document constitutes a valid and binding obligation of such Selling Shareholder; , enforceable in accordance with its terms; (C) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the executionsale of the Shares by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions on its part contemplated by this Agreement and the Custody Agreement, delivery except such as have been obtained under the Act or the rules and regulations thereunder and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares; (D) The sale of the Shares to be sold by such Selling Shareholder hereunder and the performance by such Selling Shareholder of this Agreement, Agreement and the Custody Agreement and the Power of Attorney delivered thereunder and the consummation of the transactions herein contemplated hereby and therein contemplated thereby will not result in a breach or violation of any of the terms and or provisions of, or constitute a default under, or give any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Shareholder or party a right to terminate any of its propertiesobligations under, or result in the acceleration of any obligation under, any material indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder or any of its properties is bound or to which affected, or violate or conflict with any of the property or assets of such Selling Shareholder is subject. (d) No consentmaterial judgment, approvalruling, authorizationdecree, order, registrationstatute, Rule or qualification regulation of or with any court or other governmental agency or body is required for the sale and delivery of the Shares applicable to be sold by such Selling Shareholder hereunder or for such Selling Shareholder's performance ; (E) Such Selling Shareholder has, and at the First Time of its obligations under this Agreement Delivery (as defined in Section 5 hereof) will have, good and the Custody Agreement or for the execution and delivery of the Power of Attorney delivered under such Custody Agreement, except such as have been obtained and made under the Act and the Rules and Regulations and such as may be required under the securities laws of states and foreign jurisdictions in connection with the offer and sale of valid title to the Shares to be sold by such Selling Shareholder hereunder., free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, fee and clear of all liens, encumbrances, equities or claims, will pass to each of the several Underwriters who have purchased such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of Section 8-302 of the Massachusetts Uniform Commercial Code; (eF) There are no contracts, agreements or understandings between such Such Selling Shareholder has the authority to and any person which would give rise to has executed and delivered a valid claim against such lock-up agreement in the form attached hereto as Annex II; (G) Such Selling Shareholder for a brokerage commissionhas not taken and will not at any time take, finder's fee directly or other like payment in connection with the offering indirectly, any action designed, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the Shares other than price of shares of Common Stock to facilitate the compensation due and payable to sale or resale of any of the Underwriters as described in the Prospectus.Shares; (fH) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Shareholder expressly for use therein, the Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. (g) The sale of Shares by such Selling Shareholder pursuant to this Agreement is not prompted by or based upon any information concerning the Company that is not set forth in the Prospectus. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action, in contravention of any law, designed to result in or which has constituted or which might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.Preliminary

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of the Selling Shareholder Shareholders, severally representsand not jointly, represents and warrants to, and covenants to agrees with, each of the Underwriters that: (a) Such Selling Shareholder has duly executed All consents, approvals, authorizations and delivered a power of attorney (orders necessary for the "Power of Attorney"), in the form heretofore delivered to you, appointing Hugh X. Xxxxxxx xxx Waltxx X. Xxxx, Xx. xx such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact"), with authority to execute, deliver execution and perform this Agreement on behalf of such Selling Shareholder, and in connection therewith such Selling Shareholder has duly executed and delivered a Custody Agreement, in the form heretofore delivered to you, with the Custodian. Such Selling Shareholder agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody and appointment of the Attorney-in-Fact are irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement, the Power of Attorney or the Custody Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether by the death, incapacity or bankruptcy of such Selling Shareholder or by the occurrence of any other event. If such Selling Shareholder should die, become incapacitated or become bankrupt, or if any other event shall occur, before the delivery of the Shares being sold by such Selling Shareholder hereunder, the certificate for such Shares deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such deathand the Power-of-Attorney and Custody Agreement (collectively, incapacitythe "Custody Agreement") hereinafter referred to, bankruptcy or other event had not occurred, regardless and for the sale and delivery of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (b) Such Selling Shareholder has and on the Closing Date will have valid and unencumbered title to the Shares to be sold by such Selling Shareholder on that date hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement, Agreement and the Custody Agreement and the Power of Attorney delivered therewith and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; and upon the delivery of and payment for the Shares hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be sold by such Selling Shareholder.; (cb) Such Selling Shareholder has legal capacity or full corporate power This Agreement and authority, as applicable, to authorize, execute, and deliver each of this Agreement, the Custody Agreement and the Power of Attorney; have each of this Agreement, the Custody Agreement and the Power of Attorney delivered thereunder has been duly authorized, executed and delivered by such Selling Shareholder; the execution, delivery Shareholder and performance of this Agreement, the Custody Agreement each such document constitutes a valid and the Power of Attorney delivered thereunder and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Shareholder or any of its properties, or any agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets binding obligation of such Selling Shareholder is subject.Shareholder, enforceable in accordance with its terms; (dc) No consent, approval, authorization, order, registrationauthorization or order of, or qualification of any filing or with declaration with, any court or governmental agency or body is required for in connection with the sale of the Shares by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions on its part contemplated by this Agreement and delivery the Custody Agreement, except such as have been obtained under the Act or the rules and regulations thereunder and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares; (d) The sale of the Shares to be sold by such Selling Shareholder hereunder or for and the performance by such Selling Shareholder's performance Shareholder of its obligations under this Agreement and the Custody Agreement or for the execution and delivery of the Power of Attorney delivered under such Custody Agreement, except such as have been obtained and made under the Act and the Rules and Regulations and such as may be required under the securities laws of states and foreign jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder hereunder. (e) There are no contracts, agreements or understandings between such Selling Shareholder and any person which would give rise to a valid claim against such Selling Shareholder for a brokerage commission, finder's fee or other like payment in connection with the offering of the Shares other than the compensation due and payable to the Underwriters as described in the Prospectus. (f) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with information furnished to the Company by such Selling Shareholder expressly for use therein, the Preliminary Prospectus did, and the Registration Statement and the Prospectus and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. (g) The sale of Shares by such Selling Shareholder pursuant to this Agreement is not prompted by or based upon any information concerning the Company that is not set forth in the Prospectus. (h) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action, in contravention of any law, designed to result in or which has constituted or which might reasonably be expected to cause or result in, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.the