Common use of Representations, Warranties and Agreements of Parent Clause in Contracts

Representations, Warranties and Agreements of Parent. Parent represents, warrants and agrees that: (a) To the best of Parent’s knowledge, the representations and warranties of the Company contained in Sections 1(a), 1(b), 1(c), 1(d), 1(e), 1(f), 1(g), 1(h), 1(w), 1(x), 1(y), and 1(nn) of this Agreement are true and correct. (b) Parent has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization. (c) Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by Parent. (d) Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under the Separation Agreements. Each of the Separation Agreements has been duly and validly authorized by Parent and, assuming due authorization, execution and delivery by each of the other parties thereto, upon execution and delivery by Parent will constitute a valid and legally binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by federal or state securities law or principles of public policy. (e) The issue and sale of the Stock, the execution, delivery and performance of this Agreement and each of the Separation Agreements by Parent, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Restructuring Transactions will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of Parent, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which Parent is a party or by which Parent is bound or to which any of the property or assets of Parent is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of Parent; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over Parent or any of its properties or assets, except with respect to clauses (i) and (iii), conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the power or ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by the Separation Agreements. (f) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over Parent or any of its properties or assets is required for the issue and sale of the Stock, the execution, delivery and performance of this Agreement and each of the Separation Agreements by Parent, the consummation of the transactions contemplated hereby and thereby (including the Restructuring Transactions), and the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus, (A) except in each case for (i) the registration of the Stock under the Securities Act and the Exchange Act; (ii) the registration under the Securities Act of Common Stock held by Parent following this offering pursuant to the Registration Rights Agreement; (iii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required by FINRA or under applicable state securities laws in connection with the purchase and sale of the Stock by the Underwriters; and (iv) such filings as may be required by the Exchange Act; and (B) except where, with respect to the Separation and Distribution Agreement, such consents, approvals, authorizations, orders, filings, registrations or qualifications would not reasonably be expected have a Material Adverse Effect.

Representations, Warranties and Agreements of Parent. As material ---------------------------------------------------- inducement to Stockholders to enter into this Agreement and to close hereunder, Parent representsmakes the following representations, warrants warranties and agrees thatagreements to and with Stockholders, which representations, warranties and agreements shall be true and correct as of the date of this Agreement and as of the Closing Date: (a) To the best of Parent’s knowledge, the representations Corporate Status and warranties of the Company contained in Sections 1(a), 1(b), 1(c), 1(d), 1(e), 1(f), 1(g), 1(h), 1(w), 1(x), 1(y), and 1(nn) of this Agreement are true and correct. (b) Authority. Parent has been is a corporation duly ------------------------------ organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction the State of organization. (c) Parent Delaware, and has all requisite the corporate power and authority to execute, deliver and perform its obligations under this Agreementagreement and the documents contemplated hereby. This The execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary corporate action on the part of Parent, and validly authorized, this Agreement and the documents contemplated hereby to be executed and delivered by Parent. (d) Parent has all requisite corporate power , have been or will be duly executed and authority to executedelivered by Parent, deliver as the case may be, and perform its obligations under the Separation Agreements. Each of the Separation Agreements has been duly and validly authorized by Parent andconstitute, assuming due authorization, execution and delivery by each of the other parties thereto, upon execution and delivery by Parent or will constitute a when executed and delivered, the valid and legally binding agreement obligation of Parent, enforceable against Parent it in accordance with its their respective terms, except as such enforceability hereof and thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditor’s creditors' rights generally, generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by federal or state securities law or principles of public policyequity. (e) The issue and sale of the Stock, the execution, delivery and performance of this Agreement and each of the Separation Agreements by Parent, the consummation of the transactions contemplated hereby and thereby and the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Restructuring Transactions will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of Parent, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which Parent is a party or by which Parent is bound or to which any of the property or assets of Parent is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of Parent; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over Parent or any of its properties or assets, except with respect to clauses (i) and (iii), conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the power or ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by the Separation Agreements. (f) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over Parent or any of its properties or assets is required for the issue and sale of the Stock, the execution, delivery and performance of this Agreement and each of the Separation Agreements by Parent, the consummation of the transactions contemplated hereby and thereby (including the Restructuring Transactions), and the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus, (A) except in each case for (i) the registration of the Stock under the Securities Act and the Exchange Act; (ii) the registration under the Securities Act of Common Stock held by Parent following this offering pursuant to the Registration Rights Agreement; (iii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required by FINRA or under applicable state securities laws in connection with the purchase and sale of the Stock by the Underwriters; and (iv) such filings as may be required by the Exchange Act; and (B) except where, with respect to the Separation and Distribution Agreement, such consents, approvals, authorizations, orders, filings, registrations or qualifications would not reasonably be expected have a Material Adverse Effect.