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

Representations, Warranties and Agreements of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, the Company that: (a) The Selling Stockholder has full right, power and authority to enter into this agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder; this agreement, has been duly authorized, executed and delivered by the Selling Stockholder. (b) The execution, delivery and performance by the Selling Stockholder hereof, the sale of the Shares to be sold by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject or (ii) result in the violation of any law or statute or judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency. (c) The Selling Stockholder has good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Stockholder will have, immediately prior to the closing of the transaction contemplated hereby, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company. (d) As of the date hereof and as of the closing of the transaction contemplated hereby, as the case may be, the sale of the Shares by the Selling Stockholder is not and will be prompted by any material non-public information concerning the Company.

Representations, Warranties and Agreements of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, the Company that: (a) The Selling Stockholder has full right, power and authority to enter into this agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder; this agreement, has been duly authorized, executed and delivered by the Selling Stockholder. (b) The execution, delivery and performance by the Selling Stockholder hereof, the sale of the Shares to be sold by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject or (ii) result in the violation of any law or statute or judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency. (c) The Selling Stockholder has good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Stockholder will have, immediately prior to the closing of the transaction contemplated hereby, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery and transfer of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company. (d) As of the date hereof hereof, and as of the closing of the transaction contemplated hereby, as the case may be, the sale of the Shares by the Selling Stockholder is not not, and will be not be, prompted by any material non-public information concerning the Company. (e) The Selling Stockholder acknowledges that none of the Company or its affiliates (other than the Selling Stockholder, who is currently a director of the Company or an affiliate of a director of the Company) or agents is acting as a fiduciary or financial or investment adviser to the Selling Stockholder, and has not given the Selling Stockholder any investment advice, opinion or other information on whether the transfer of the Shares is prudent. The Selling Stockholder understands and acknowledges that the Company is not making, and has not made, any statement, representation or warranty to the Selling Stockholder concerning: (w) the fairness or adequacy of the price for the Shares; (x) the current or likely future value of the Shares; (y) the markets, business, services, management, technical or marketing capabilities, financial affairs or prospects of the Company; or (z) any other matter that has been relied upon by the Selling Stockholder or the Selling Stockholder’s legal counsel or advisors in assessing the value of the Shares or determining whether to enter into this agreement upon the terms and conditions set forth herein.

Representations, Warranties and Agreements of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, the Company that: (a) The Selling Stockholder has full right, power and authority to enter into this letter agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder; this letter agreement, has been duly authorized, executed and delivered by the Selling Stockholder. (b) The execution, delivery and performance by the Selling Stockholder hereof, the sale of the Shares to be sold by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject or (ii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency. (c) The Selling Stockholder has good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Stockholder will have, immediately prior to the closing of the transaction contemplated hereby, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company. (d) As of the date hereof and as of the closing of the transaction contemplated hereby, as the case may be, the sale of the Shares by the Selling Stockholder is not and will not be prompted by any material non-public information concerning the Company.

Representations, Warranties and Agreements of the Selling Stockholder. The Selling Stockholder represents and warrants to, and agrees with, the Company that: (a) The Selling Stockholder has full right, power and authority to enter into this agreement and to sell, assign, transfer and deliver the Shares to be sold by the Selling Stockholder hereunder; this agreement, has been duly authorized, executed and delivered by the Selling Stockholder. (b) The execution, delivery and performance by the Selling Stockholder hereof, the sale of the Shares to be sold by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject subject, or (ii) result in the violation of any law or statute or judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency. (c) The Selling Stockholder has good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; the Selling Stockholder will have, immediately prior to the closing of the transaction contemplated hereby, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery and transfer of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company. (d) As of the date hereof hereof, and as of the closing of the transaction contemplated hereby, as the case may be, the sale of the Shares by the Selling Stockholder is not not, and will be not be, prompted by any material non-public information concerning the Company. (e) The Selling Stockholder acknowledges that none of the Company or its affiliates or agents is acting as a fiduciary or financial or investment adviser to the Selling Stockholder, and has not given the Selling Stockholder any investment advice, opinion or other information on whether the transfer of the Shares is prudent. The Selling Stockholder understands and acknowledges that the Company is not making, and has not made, any statement, representation or warranty to the Selling Stockholder concerning: (w) the fairness or adequacy of the price for the Shares; (x) the current or likely future value of the Shares; (y) the markets, business, services, management, technical or marketing capabilities, financial affairs or prospects of the Company; or (z) any other matter that has been relied upon by the Selling Stockholder or the Selling Stockholder’s legal counsel or advisors in assessing the value of the Shares or determining whether to enter into this agreement upon the terms and conditions set forth herein.

Representations, Warranties and Agreements of the Selling Stockholder. The Selling Stockholder represents and represents, warrants to, and agrees with, the Company that: (a) The Selling Stockholder has, and immediately prior to the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Stockholder has full right, power and authority to enter into this agreement and to sell, assign, transfer and deliver Agreement; the Shares to be sold by the Selling Stockholder hereunder; this agreement, has been duly authorized, executed and delivered by the Selling Stockholder. (b) The execution, delivery and performance by the Selling Stockholder hereof, the sale of the Shares to be sold this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated herein hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject or (ii) subject, nor will such actions result in the any violation of the provisions of the constituent documents of the Selling Stockholder or any law or statute or judgment, any order, rule or regulation of any court or arbitrator governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as will have been obtained prior to the date hereof as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or regulatory agencybody is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby. (c) The Selling Stockholder has good Registration Statement and valid title the Prospectus and any amendments or supplements to any Preliminary Prospectus, the SharesRegistration Statement or the Prospectus, free and clear of all liens, encumbrances, equities when they become effective or adverse claims; are filed with the Selling Stockholder will have, immediately prior to the closing of the transaction contemplated hereby, good and valid title to the Shares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company. (d) As of the date hereof and as of the closing of the transaction contemplated herebyCommission, as the case may be, the sale do not and will not, as of the Shares applicable effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to any Preliminary Prospectus, the Registration Statement or the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this paragraph (e) applies only to the extent that the statements or omissions from the Registration Statement or the Prospectus were or are based on written information provided by the Selling Stockholder is specifically for inclusion therein, it being understood and agreed that for purposes of this Section 2 and indemnification obligations in Section 10, the only information provided by the Selling Stockholder consists of information relating to the Selling Stockholder under the captions "Risk Factors - Influence on our board of directors by significant stockholders-AP Wheels, LLC, Amalgamated Gadget, L.P. and our prepetition creditors hold a significant percentage of our common stock and have selected certain of our board members and influence certain aspects of our business operations" and "Principal and Selling Stockholders." (d) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be prompted by expected to cause or result in the stabilization or manipulation of the price of any material non-public information concerning security of the CompanyCompany to facilitate the sale or resale of the shares of the Stock.