Common use of Representations of Xxxxxx Clause in Contracts

Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 shares of Common Stock, (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; and (f) the Newly Appointed Directors (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.

Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 15,752,093 shares of Common Stock, (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; Securities; and (f) the Newly Appointed Directors Director (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors Director (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.

Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 13d‑3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 15,752,093 shares of Common Stock, (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; Securities; and (f) the Newly Appointed Directors Director (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors Director (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.

Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates Affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 15,752,093 shares of Common Stock, and (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; and (f) the Newly Appointed Directors (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.