Common use of Representations, Warranties and Agreements of the Seller Clause in Contracts

Representations, Warranties and Agreements of the Seller. The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the Closing Date, as follows: 2.1 The Seller is a corporation duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. The Seller has the full legal right, power, and authority to sell, assign, transfer, and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of the Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all liens, claims, pledges, charges, security interests, transfer restrictions, or encumbrances. 2.2 The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Seller and have been duly authorized by all necessary action on the part of the Seller. The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Seller, by or in respect of, any governmental body, agency, or official or any other person, other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the filing of a Form 8-K under the Exchange Act by the Company, or such as has been previously obtained, made, or taken prior to the Closing Date. 2.3 This Agreement has been (a) duly executed and delivered by the Seller and (b) constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable Law. For the purposes of this Agreement, “Law” shall mean any United States federal, provincial, state, local, municipal, or other applicable law, statute, ordinance, code, rule, regulation, judgment, order, or decree relevant to the transactions contemplated by this Agreement.

Representations, Warranties and Agreements of the Seller. The Each Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the Closing Datedate hereof and as of the date of the Closing, as follows: 2.1 The Seller is a corporation duly formedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of formation organization and has the right, power and authority (a) to carry on its business as it is now being conducted enter into this Agreement and (b) to consummate transfer, convey and sell to the transactions contemplated by this AgreementPurchaser at the Closing the Shares. The Seller has the full legal exclusive right, powertitle and interest in the Shares free and clear of all Liens (as defined below), and authority to sellupon consummation of the purchase contemplated hereby, assign, transfer, and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of will acquire from the Purchased Shares pursuant to Seller all right, title and interest in the terms of this Agreement will transfer to the Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all liens, charges, claims, pledges, charges, security interests, transfer rights of first offer or refusal, mortgages, restrictions, or encumbrancesencumbrances (“Liens”), other than those arising under applicable securities laws. The Seller further represents that it has not sold, conveyed, transferred, assigned, participated, pledged or otherwise encumbered the Shares in whole or in part or taken any actions that would encumber, sell, convey, transfer, assign, participate, pledge or otherwise create any restrictions with respect to either the voting or disposition of the Shares, in each case except for the transactions expressly contemplated by this Agreement. 2.2 The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Seller and have been duly authorized by all necessary action on the part of the Seller. The execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by the Seller, by or in respect of, any governmental body, agency, or official or any other person, other than a filing of a Schedule 13D or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required filings by Seller or its affiliates under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the filing of a Form 8-K under the Exchange Act by the Company, or such as has been previously obtained, made, or taken prior to the Closing Date. 2.3 This Agreement has been (a) duly authorized, executed and delivered by the Seller and (b) constitutes a legal, valid, the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to applicable Lawor affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses. For the purposes The execution, delivery and performance of this AgreementAgreement and compliance with the provisions hereof by the Seller, “Law” shall mean do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any United States federal, provincial, state, local, municipal, or other applicable provision of law, statute, ordinance, coderule or regulation or any ruling, rulewrit, regulationinjunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller or under the certificate of formation or limited partnership agreement (or similar governing documents) of the Seller, each as amended, or any note, indenture, mortgage or lease, or any other contract or other instrument, document or agreement, to which the Seller is a party or by which it or any of its property is bound or affected, except, in the case of each of (a) and (b), for those violations or breaches as would not affect the ability of the Seller to perform its obligations hereunder or subject the Shares to any Lien. 2.3 The Seller is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree relevant of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Seller or the transfer, conveyance and sale of the Shares to be sold by the Seller to the Purchaser pursuant to the terms hereof. 2.4 No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Seller for the consummation of the transactions contemplated by this AgreementAgreement in connection with the sale of the Shares. The Seller has not offered to sell, or solicited any offers to buy, all or any portion of the Shares by any form of general solicitation or general advertising in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws. 2.5 No broker or finder has acted for the Seller in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Seller. 2.6 Seller acknowledges that the Purchaser may be in possession of material non-public information not known to it, including (without limitation) information received from the Company on a confidential basis and information received on a privileged basis from its attorneys and financial advisors (collectively, the “Purchaser Excluded Information”). Seller acknowledges that the Purchaser Excluded Information may be indicative of a value of the Shares that is substantially lower or higher than the Purchase Price or otherwise adverse to the Seller and such Purchaser Excluded Information may be material to Seller’s decision to sell the Shares. Seller represents that it has not requested the Purchaser Excluded Information and agrees that the Purchaser shall not be obligated to disclose any Purchaser Excluded Information or have any liability with respect to any such non-disclosure. 2.7 Seller (i) is a sophisticated seller with respect to the sale of the Shares, (ii) has adequate information and such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby and to make an informed decision regarding the sale of the Shares, (iii) is, and has been since it acquired the Common Shares, an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act, and (iv) has independently and without reliance upon Purchaser, and based on such information and due diligence as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement and the transaction contemplated hereby, (v) is able to bear the risks attendant to the transactions contemplated hereby, and (vi) is dealing with Purchaser on a professional arm’s-length basis and neither Purchaser nor any of its affiliates is acting as a fiduciary or advisor to Seller with respect to this Agreement and any of the transactions contemplated hereby. Seller acknowledges that Purchaser has not given Seller any investment advice, credit information, or opinion on whether the sale of the Shares is a prudent investment decision. 2.8 Seller is not and has not been, (i) a person (either alone or together with others) directly or indirectly controlling or controlled (within the meaning of the Securities Act) by the Company or (ii) an affiliate (as that term is defined in Rule 144 of the Securities Act) of the Company. 2.9 There is no action, lawsuit, arbitration, claim or proceeding pending or, to the best of Seller’s knowledge, threatened, against Seller that could reasonably be expected to impede or prevent the consummation of the transaction contemplated hereby or that will adversely affect the Shares.

Representations, Warranties and Agreements of the Seller. The Seller hereby represents and represents, warrants to, and agrees with, on the Purchaser, date hereof and on the Settlement Date (as of the Closing Date, as follows:defined below): 2.1 (a) The Seller is a corporation duly formedhas all requisite authority, validly existing, power and in good standing under the laws of its jurisdiction of formation and has the power capacity to carry on its business as it is now being conducted enter into this Agreement and to consummate the transactions contemplated by this AgreementTransaction. The Seller has the full legal right, power, and authority to sell, assign, transfer, and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to the Purchaser of the Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all liens, claims, pledges, charges, security interests, transfer restrictions, or encumbrances. 2.2 The execution, delivery, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Seller and herein have been duly authorized by all necessary action on the part action, corporate or otherwise, of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery, delivery and performance by the Seller of this Agreement and consummation by the consummation Seller of the transactions contemplated hereby, require no approval of, filing with, Transaction do not and will not: (i) violate any decree or judgment of any court or other action by governmental authority applicable to or binding on the Seller; (ii) violate any provision of any federal or state statute, by rule or in respect ofregulation which is, to the Seller’s knowledge, applicable to the Seller; or (iii) violate any governmental body, agency, or official contract to which the Seller or any other person, other than a filing of a Schedule 13D its assets or 13G by the parties hereto, an amendment to Seller’s existing Schedule 13G, any required properties are bound. Except for filings by Seller or its affiliates under Section Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, no consent or approval of, or filing with, any governmental authority or other person not a party hereto is required for the execution, delivery and performance by the Seller of this Agreement or the consummation of the Transaction. (c) With respect to the Transaction, (i) the Seller is the record and beneficial owner of the Shares, free and clear of any Encumbrances; and (ii) upon the transfer of the Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restrictions placed on the Shares as a result of the Seller being an “affiliate” of the Issuer pursuant to the Securities Act of 1933, as amended (the “Exchange Securities Act”), and the filing rules and regulations of a Form 8-K under the Securities and Exchange Act by the Company, or such as has been previously obtained, made, or taken prior Commission promulgated thereunder. (d) No proceedings relating to the Closing Date. 2.3 This Agreement has been (a) duly executed and delivered by Shares are pending or, to the Seller and (b) constitutes a legal, valid, and binding obligation knowledge of the Seller, enforceable against threatened before any court, arbitrator or administrative or governmental body that would adversely affect the Seller’s right to transfer the Shares to the Purchaser. (e) The Seller, by reason of, among other things, its business and financial experience, is capable of evaluating the merits and risks of the Transaction and of protecting its own interests in connection with the Transaction. (f) The Seller in accordance has been given the opportunity to consult with its terms, subject own counsel and financial and other advisors with respect to applicable Law. For this Agreement and the purposes of terms hereof and has delivered this Agreement, “Law” shall mean any United States federal, provincial, state, local, municipal, or other applicable law, statute, ordinance, code, rule, regulation, judgment, order, or decree relevant to the transactions contemplated by this AgreementAgreement freely and voluntarily.