Common use of REPRESENTATIONS OF THE SELLING SHAREHOLDERS Clause in Contracts

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of the Selling Shareholders severally represents and warrants to the Company that, as of the date hereof and at the Closing: (a) The Selling Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Selling Shareholder has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Selling Shareholder, and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought. (d) The execution and delivery of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 and Section 13 under the Exchange Act) filing with, any Authority having jurisdiction over the Selling Shareholder; and (ii) do not and will not constitute or result in a breach of, or violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license to which the Selling Shareholder is a party, the Selling Shareholder’s organizational documents, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Authority applicable to the Selling Shareholder, except in each case of this clause (ii) as would not materially adversely affect the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement. (e) The Selling Shareholder has good and valid title to the Shares to be sold at the Closing by the Selling Shareholder hereunder, and the transfer of Shares made by the Selling Shareholder at the Closing will be valid and binding obligations of the Selling Shareholder, enforceable in accordance with their respective terms, and vest in the Company good, valid and marketable title to all Shares purchased by the Company, free and clear of any and all Liens. (f) The Selling Shareholder is a sophisticated investor and knows that the Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to the Selling Shareholder’s decision to sell the Shares or otherwise materially adverse to the Selling Shareholder’s interests. The Selling Shareholder acknowledges and agrees that the Company shall have no obligation to disclose to it any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it has or may have against Company and its affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Shares hereunder. (g) The Selling Shareholder has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Shares and has, independently and without reliance upon the Company, made its own analysis and decision to sell the Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Shares, the Selling Shareholder is not relying on the Company (or any agent or representative thereof). The Selling Shareholder has carefully considered and, to the extent it believes such discussion is necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Shares.

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of the Selling Shareholders Shareholders, severally and not jointly, represents and warrants to the Company thatto, as and agrees with, each of the date hereof and at the ClosingUnderwriters that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder is duly organizedof this Agreement, validly existing the Power of Attorney and in good standing under Custody Agreement (the laws "Custody Agreement") hereinafter referred to, and for the sale and delivery of the jurisdiction of its organization.Shares to be sold by such Selling Shareholder hereunder, have been obtained; and such Selling Shareholder has the requisite power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder; (b) The Selling Shareholder has the full power and authority to execute, deliver and carry out the terms and provisions of this This Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Custody Agreement has have each been duly and validly authorized, executed and delivered by the such Selling Shareholder, Shareholder and each such document constitutes a legal, valid and binding obligation of the 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 sale of the Shares by such Selling Shareholder or the consummation by such Selling Shareholder of the transactions on his part contemplated by this Agreement and the Custody Agreement, except to such as have been obtained under the extent that (i) Act or the rules and regulations thereunder and such enforceability as may be limited by bankruptcy, insolvency, reorganization, moratorium required under state or other similar foreign securities or Blue Sky laws relating to or affecting creditors’ rights generally the by-laws and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion rules of the court before which any proceedings may be brought.NASD in connection with the purchase and distribution by the Underwriters of the Shares; (d) The execution sale of the Shares to be sold by such Selling Shareholder hereunder and delivery the performance by such Selling Shareholder of this Agreement by and the Selling Shareholder Custody Agreement and the consummation by the Selling Shareholder of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 and Section 13 under the Exchange Act) filing with, any Authority having jurisdiction over the Selling Shareholder; and (ii) do not and thereby will not constitute or result in a breach or violation of any of the terms or provisions of, or violation or constitute a default under, or give any noteparty a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any material indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, mortgagedebenture, deednote agreement or other evidence of indebtedness, indenturelease, lien, instrument, contract, agreement, lease contract or license other agreement or instrument to which the Selling Shareholder is a partyparty or by which such Selling Shareholder or any of his or its properties is bound or affected, or violate or conflict with the Certificate of Incorporation or By-laws of such Selling Shareholder if such Selling Shareholder is a corporation, the Articles of Partnership of such Selling Shareholder’s organizational documents, Shareholder if such Selling Shareholder is a partnership or any statutejudgment, law, ordinanceruling, decree, order, injunctionstatute, rule, directive, judgment rule or regulation of any Authority court or other governmental agency or body applicable to the such Selling Shareholder, except in each case of this clause (ii) as would not materially adversely affect the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement.; (e) The Such Selling Shareholder has has, and at the Closing Date will have, good and valid title to the Shares to be sold at the Closing by the such Selling Shareholder hereunder, and the transfer of Shares made by the Selling Shareholder at the Closing will be valid and binding obligations of the Selling Shareholder, enforceable in accordance with their respective terms, and vest in the Company good, valid and marketable title to all Shares purchased by the Company, free and clear of any claim, lien, encumbrance, security interest, equity right, community property right, restriction on transfer or other defect in title, other than pursuant to this Agreement; and, upon delivery of such Shares and all Liens.payment therefor pursuant hereto, good and valid title to such Shares, free and clear of any claim, lien, encumbrance, security interest, equity right, community property right, restriction on transfer or other defect in title will pass to each of the several Underwriters who have purchased such Shares in good faith and without notice of any such claim, lien, encumbrance, security interest, equity right, community property right, restriction on transfer or other defect in title or any other adverse claim within the meaning of the Uniform Commercial Code; (f) The Such Selling Shareholder is a sophisticated investor and knows that the Company may have material non-public information concerning the Company and its condition (financial and otherwise)will not, results of operationsdirectly or indirectly, businessesoffer, properties, plans and prospects and that such information could be material to the Selling Shareholder’s decision to sell the Shares or otherwise materially adverse to dispose of any shares of Common Stock within 180 days after the Selling Shareholder’s interests. The Selling Shareholder acknowledges and agrees that the Company shall have no obligation to disclose to it any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it has or may have against Company and its affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale date of the Shares hereunder.Prospectus otherwise than hereunder or with your written consent; (g) The Such Selling Shareholder has adequate information concerning the business not taken and financial condition will not at any time take, directly or indirectly, any action designed, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of shares of Common Stock to facilitate the sale or resale of any of the Shares; (h) 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, such Preliminary Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and 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 an informed decision regarding the sale statements therein, in the light of the circumstances under which they were made, not misleading; and (i) Such Selling Shareholder has reviewed the Registration Statement and Prospectus and, although such Selling Shareholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of such Selling Shareholder that would lead such Selling Shareholder to believe that on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date the Prospectus contained and, at each Time of Delivery, contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, each of the Selling Shareholders agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Each of the Selling Shareholders represents and warrants that a certificate in negotiable form representing all of the Shares to be sold by such Selling Shareholder has been placed in custody under the Custody Agreement, in the form heretofore furnished to you, duly executed and hasdelivered by such Selling Shareholder to the Custodian (as defined in the Custody Agreement), independently and without reliance upon that such Selling Shareholder has duly executed and delivered a power of attorney, in the Companyform contained in the Custody Agreement (the "Power of Attorney"), made its own analysis appointing Xxxxxxx X. Xxxxxxxx and decision Xxxxxx Xxxxxx, and each of them, as such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact") with authority to sell execute and deliver this Agreement on behalf of such Selling Shareholder, to determine (subject to the Shares. With respect provisions of the Custody Agreement) the purchase price to legalbe paid by the Underwriters to such Selling Shareholder as provided in Section 3 hereof, tax, accounting, financial to authorize the delivery of the Shares to be sold by such Selling Shareholder hereunder and other considerations involved otherwise to act on behalf of the Selling Shareholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Each of the Selling Shareholders specifically agrees that the Shares represented by the certificates held in custody for such Selling Shareholder under the Custody Agreement are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Shareholder for such custody, and the appointment by such Selling Shareholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Shareholders specifically agrees that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of such Selling Shareholder or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event. If such Selling Shareholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be dissolved, of if such corporation or partnership should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares to be sold by such Selling Shareholder shall be delivered by or on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and of the Custody Agreement, including and actions taken by the sale Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the SharesCustodian, the Selling Shareholder is not relying on the Company (Attorneys-in-Fact, or any agent of them, shall have received notice of such death, incapacity, termination, dissolution or representative thereof). The Selling Shareholder has carefully considered and, to the extent it believes such discussion is necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Sharesevent.

REPRESENTATIONS OF THE SELLING SHAREHOLDERS. Each of In connection with the transactions contemplated hereby, the Selling Shareholders severally represents represent and warrants warrant to the Company that, as of the date hereof and at the Closing: (a) The Selling Shareholder is Shareholders are duly organized, organized or formed and validly existing and in good standing under the laws of the jurisdiction their state of its organizationorganization or formation. (b) The All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder has Shareholders of this Agreement and for the sale and delivery of the Repurchase Shares to be sold by the Selling Shareholders hereunder, have been obtained, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of the Selling Shareholders’ obligations hereunder; and the Selling Shareholders have full right, power and authority to execute, deliver and carry out the terms and provisions of enter into this Agreement and consummate to sell, assign, transfer and deliver the transactions contemplated hereby, and has taken all necessary action Repurchase Shares to authorize be sold by the execution, delivery and performance of this AgreementSelling Shareholders hereunder. (c) This Agreement has been duly and validly authorized, executed and delivered by the Selling Shareholder, Shareholders and constitutes a legal, valid and binding obligation agreement of the Selling ShareholderShareholders, enforceable in accordance with its terms, except to the extent that (i) such enforceability enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium bankruptcy or other similar laws relating to or affecting enforcement of creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of or by general equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings may be broughtprinciples. (d) The execution sale of the Repurchase Shares by the Selling Shareholders hereunder and delivery the compliance by the Selling Shareholders with all of the provisions of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions contemplated hereby herein (i) do will not require conflict with or result in a breach or violation of any of the consent, approval, authorization, order, registration terms or qualification provisions of, or (except for filings pursuant to Section 16 and Section 13 under the Exchange Act) filing withconstitute a default under, any Authority indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholders are parties or by which the Selling Shareholders are bound or to which any of the property or assets of the Selling Shareholders are subject, (ii) nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling ShareholderShareholders or any of their properties or assets; and except in the case of clauses (i) or (ii) do not and will not constitute ), for such conflicts, breaches or result violations which would not, individually or in the aggregate, reasonably be expected to have a breach of, or violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license to which material adverse effect on the Selling Shareholder is a party, the Selling Shareholder’s organizational documents, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Authority applicable Shareholders’ abilities to the Selling Shareholder, except in each case of this clause (ii) as would not materially adversely affect the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreementperform their obligations hereunder. (e) The Selling Shareholder has good and valid title to Shareholders are the Shares beneficial owners of the Repurchase Shares, as applicable, to be sold at the Closing by the Selling Shareholder hereunderShareholders hereunder free and clear of all liens, encumbrances, equities and claims (other than pursuant to securities laws or as otherwise referenced in agreements between the Selling Shareholders and the Company), and the transfer of Shares made by the Selling Shareholder at the Closing will be valid upon sale and binding obligations of the Selling Shareholder, enforceable in accordance with their respective termsdelivery of, and vest in payment for, such securities, as provided herein, the Company good, valid and marketable title to all Shares purchased by will own the Companysecurities, free and clear of any all liens, encumbrances, equities and all Liensclaims whatsoever. (f) The Selling Shareholder is a sophisticated investor and knows that Shareholders have received all information they consider necessary or appropriate for deciding whether to consummate the Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to the Selling Shareholder’s decision to sell the Shares or otherwise materially adverse to the Selling Shareholder’s interestsRepurchase. The Selling Shareholder acknowledges Shareholders have had an opportunity to ask questions and agrees that receive answers from the Company shall have no obligation to disclose to it any such information regarding the terms and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it has or may have against Company and its affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale conditions of the Company’s purchase of the Repurchase Shares hereunder. (g) The Selling Shareholder has adequate information concerning and the business and financial condition of the Company to make an informed decision regarding the sale of the Shares and has, independently and without reliance upon the Company, made its own analysis and decision to sell obtain additional information (to the Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Shares, the Selling Shareholder is not relying on extent the Company (possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any agent information furnished to them or representative thereof)to which they had access. The Selling Shareholder has carefully considered and, Shareholders have had the opportunity to the extent it believes such discussion is necessary, discussed discuss with professional legal, tax, accounting, financial and other their tax advisors the suitability consequences of the transactions contemplated by this AgreementRepurchase. The Selling Shareholders have not received, including nor are they relying on, any representations or warranties from the sale of Company other than as a provided herein, and the SharesCompany hereby disclaims any other express or implied representations or warranties with respect to itself.