Common use of Representations, Warranties and Acknowledgements Clause in Contracts

Representations, Warranties and Acknowledgements. The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that: (a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement; (b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it; (c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned; (d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound; (e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby; (f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Rollover Securities contemplated by this Agreement, including the risk that the Company Securityholder could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities, (ii) been given access to and an opportunity to examine such documents, materials and information concerning the Purchaser as the Company Securityholder deems to be necessary or advisable in order to reach an informed decision as to an investment in the Purchaser, to the extent that the Purchaser possesses such information, has carefully reviewed and understands these materials and has had answered to the Company Securityholder’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Purchaser and the Company, (iii) made such independent investigation of the Purchaser, its management, and related matters as the Company Securityholder deems to be necessary or advisable in connection with the acquisition of the Purchaser Rollover Securities contemplated by this Agreement; (g) the Company Securityholder is acquiring the Purchaser Rollover Securities described in Section 1 for its or his own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (h) the Company Securityholder is a resident of the jurisdiction set forth on the signature page hereto and is not acquiring the shares of the Purchaser Rollover Securities contemplated by this Agreement as a nominee or agent or otherwise for any person; (i) the Company Securityholder understands that the Purchaser Rollover Securities have not been registered under the 1933 Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom, that the Purchaser has no obligation or intention to register such shares under the 0000 Xxx xx Xxxxxx Xxxxxx state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act, and the Company Securityholder must therefore bear the economic risk of holding the Purchaser Rollover Securities for an indefinite period of time; and (j) the Company Securityholder (or one of its affiliates) is the legal and beneficial owner of the Rollover Contribution Securities set out on Schedule “A” hereto, free and clear of any Liens.

Representations, Warranties and Acknowledgements. The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that: (a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement; (b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it; (c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned; (d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound; (e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby; (f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Rollover Securities contemplated by this Agreement, including the risk that the Company Securityholder could lose the entire value of those securities, and has so evaluated the merits and risks of such purchase, and can bear any loss associated with an investment in those securities, (ii) been given access to and an opportunity to examine such documents, materials and information concerning the Purchaser as the Company Securityholder deems to be necessary or advisable in order to reach an informed decision as to an investment in the Purchaser, to the extent that the Purchaser possesses such information, has carefully reviewed and understands these materials and has had answered to the Company Securityholder’s full satisfaction any and all questions regarding such information, and is familiar with the business and financial condition and operations of the Purchaser and the Company, (iii) made such independent investigation of the Purchaser, its management, and related matters as the Company Securityholder deems to be necessary or advisable in connection with the acquisition of the Purchaser Rollover Securities contemplated by this Agreement; (g) the Company Securityholder is acquiring the Purchaser Rollover Securities described in Section 1 for its or his own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment only and not with a view to, or for resale in connection with, a public offering or distribution thereof; (h) the Company Securityholder is a resident of the jurisdiction set forth on the signature page hereto and is not acquiring the shares of the Purchaser Rollover Securities contemplated by this Agreement as a nominee or agent or otherwise for any person; (i) the Company Securityholder understands that the Purchaser Rollover Securities have not been registered under the 1933 Act or any United States state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom, that the Purchaser has no obligation or intention to register such shares under the 0000 1000 Xxx xx Xxxxxx Xxxxxx state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act, and the Company Securityholder must therefore bear the economic risk of holding the Purchaser Rollover Securities for an indefinite period of time; and (j) the Company Securityholder (or one of its affiliates) is the legal and beneficial owner of the Rollover Contribution Securities set out on Schedule “”A” hereto, free and clear of any Liens.