Common use of Representations, Warranties and Covenants of each Investor Clause in Contracts

Representations, Warranties and Covenants of each Investor. Each of the Investors severally and as to itself represents and warrants to, and covenants and agrees with, the Company that: (a) Such Investor has the requisite legal right, power and authority (including, if applicable, the due authorization by all necessary corporate action) to enter into this Agreement and to perform such Investor’s obligations hereunder and to consummate the transactions provided for herein, without the need for the consent of any other person (other than such consents as have heretofore been obtained); this Agreement has been duly authorized, executed and delivered by such Investor; and this Agreement constitutes the valid and binding obligation of such Investor, enforceable against such Investor in accordance with the terms hereof. As used herein, the term “person” means an individual or a corporation, partnership, limited liability company, joint venture, trust, regulatory or governmental agency or authority or other organization or entity of any kind. (b) No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement by such Investor or for the consummation by such Investor of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to materially and adversely affect such Investor’s ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Investor’s knowledge, threatened, against such Investor with respect to his or her execution and delivery of this Agreement or the consummation by such Investor of the transactions contemplated hereby. (d) The Securities are being purchased by such Investor hereunder for investment, and not with a view to any distribution thereof that would violate the Securities Act or the applicable state securities laws of any state. Such Investor will not distribute the Securities in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of any state. (e) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (f) Such Investor qualifies as an “Accredited Investor” under Regulation D promulgated under the Securities Act. Such Investor agrees to furnish such documents and to comply with such reasonable requests of the Company as may be necessary to substantiate the Investor’s status as a qualifying investor in connection with this private offering of Preferred Stock and Common Stock to the Investor. Each Investor represents and warrants that all information contained in such documents and any other written materials concerning the status of such Investor furnished by such Investor to the Company in connection with such requests will be true, complete and correct in all material respects.

Representations, Warranties and Covenants of each Investor. Representations, Warranties and Covenants of Each Investor. Each of the Investors severally and as to itself represents and warrants to, and covenants and agrees with, the Company MQ and MEDIQ that: (a) Such Investor has the requisite full legal right, power and authority (including, if applicable, including the due authorization by all necessary corporate actioncorporate, fiduciary or other action in the case of Investors who are not natural persons) to enter into this Agreement and to perform such Investor’s 's obligations hereunder and to consummate the transactions provided for herein, without the need for the consent of any other person (other than such consents as have heretofore been obtained)person; and this Agreement has been duly authorized, executed and delivered by such Investor; and this Agreement constitutes the legal, valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with the terms hereof. As used herein, the term “person” means an individual or a corporation, partnership, limited liability company, joint venture, trust, regulatory or governmental agency or authority or other organization or entity of any kind. (b) No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement by such Investor or for the consummation by such Investor of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to materially and adversely affect such Investor’s ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Investor’s knowledge, threatened, against such Investor with respect to his or her execution and delivery of this Agreement or the consummation by such Investor of the transactions contemplated hereby. (d) The Securities are being purchased acquired by such Investor hereunder for investment, investment and not with a view to any distribution thereof that would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state. Such ; and such Investor will not distribute the Securities in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of any state. (ec) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and must may not be held indefinitely sold unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (fd) Such Investor qualifies is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (e) Such Investor confirms that (i) such Investor is familiar with the proposed business of MQ and MEDIQ following the Merger, (ii) such Investor has had the opportunity to ask questions of the officers and directors of MQ and MEDIQ and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of MQ and MEDIQ as an “Accredited it has reasonably requested, and (iii) such Investor” under Regulation D , either alone or with such Investor's representative (as defined in Rule 501(h) promulgated under the Securities Act. ), if any, has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of the prospective investment in the Securities. (f) Such Investor's residence, business address, business and residence telephone numbers and taxpayer identification number are as set forth below such Investor's signature to this Agreement. (g) In formulating a decision to enter into this Agreement, such Investor agrees to furnish such documents has relied upon an independent investigation of MQ's and to comply MEDIQ's respective businesses and upon consultations with such reasonable requests Investor's legal and financial advisers with respect to this Agreement and the nature of the Company as may be necessary to substantiate the such Investor’s status as a qualifying investor 's investment; and that in connection with entering into this private offering of Preferred Stock and Common Stock to the Investor. Each Investor represents and warrants that all information Agreement no reliance was placed upon any representations or warranties other than those contained in such documents and any other written materials concerning the status of such Investor furnished by such Investor to the Company in connection with such requests will be true, complete and correct in all material respectsthis Agreement.

Representations, Warranties and Covenants of each Investor. Each of the Investors severally and as to itself represents and warrants to, and covenants and agrees with, the Company Holdings Corp. that: (a) Such Investor has the requisite full legal right, capacity, power and authority (including, if applicable, including the due authorization by all necessary corporate actionaction in the case of corporate Investors) to enter into this Agreement and to perform such Investor’s 's obligations hereunder and to consummate the transactions provided for herein, without the need for the consent of any other person (other than such consents as have heretofore been obtained)or entity; and this Agreement has been duly authorized, executed and delivered by such Investor; and this Agreement constitutes the legal, valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with the terms hereof. As used herein, the term “person” means an individual or a corporation, partnership, limited liability company, joint venture, trust, regulatory or governmental agency or authority or other organization or entity of any kind. (b) No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement The Securities being acquired hereunder are being acquired by such Investor or for the consummation by such Investor of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to materially and adversely affect such Investor’s ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Investor’s knowledge, threatened, against such Investor with respect to his or her execution and delivery of this Agreement or the consummation by such Investor of the transactions contemplated hereby. (d) The Securities are being purchased by such Investor hereunder for investment, investment and not with a view to any distribution thereof that would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state. Such ; and such Investor will not distribute the Securities in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of any state. (ec) Such Investor understands that the Securities being acquired hereunder have not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless transfer thereof is subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (fd) Such Investor qualifies is financially able to hold the Securities being acquired hereunder for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (e) Each Investor acquiring Securities hereunder confirms that (i) such Investor is familiar with the proposed business of Holdings Corp., (ii) such Investor has had the opportunity to ask questions of the officers and directors of Holdings Corp. and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of Holdings Corp. as an “Accredited it has reasonably requested, and (iii) such Investor” under Regulation D , either alone or with such Investor's purchaser representative (as defined in Rule 501(h) promulgated under the Securities Act. Such ), if any, has such knowledge and experience in financial and business matters such that such Investor agrees to furnish such documents is capable of evaluating the merits and to comply with such reasonable requests risks of the Company as may be necessary to substantiate prospective investment in the Investor’s status as a qualifying investor in connection with this private offering of Preferred Stock and Common Stock to the Investor. Each Investor represents and warrants that all information contained in such documents and any other written materials concerning the status of such Investor furnished by such Investor to the Company in connection with such requests will be true, complete and correct in all material respectsSecurities.

Representations, Warranties and Covenants of each Investor. Each of the Investors Investor, severally and as to itself not jointly, represents and warrants to, and covenants and agrees with, to the Company thatas follows: (a) 4.1 Such Investor has received the requisite legal Company’s base prospectus relating to the Offered Securities. Such Investor acknowledges that such Investor has received certain additional information regarding the Offering, including pricing information (the “Offering Information”). Such Offering Information may be provided to such Investor by any means permitted under the 1933 Act, including through a prospectus supplement, a free writing prospectus and oral communications. 4.2 Such Investor has full right, power power, authority and authority (including, if applicable, the due authorization by all necessary corporate action) capacity to enter into this Agreement and to perform such Investor’s obligations hereunder and to consummate the transactions provided for hereincontemplated hereby and has taken all necessary action to authorize the execution, without the need for the consent delivery and performance of any other person (other than such consents as have heretofore been obtained); this Agreement has been duly authorizedAgreement, executed and delivered by such Investor; and this Agreement constitutes the a valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with its terms, subject to the terms hereof. As used hereineffect of applicable bankruptcy, the term “person” means an individual insolvency or a corporation, partnership, limited liability company, joint venture, trust, regulatory or governmental agency or authority or other organization or entity similar laws affecting creditors’ rights generally and equitable principles of any kindgeneral applicability. (b) No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement by such Investor or for the consummation by such Investor of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to materially and adversely affect such Investor’s ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Investor’s knowledge, threatened, against such Investor with respect to his or her execution and delivery of this Agreement or the consummation by such Investor of the transactions contemplated hereby. (d) The Securities are being purchased by such Investor hereunder for investment, and not with a view to any distribution thereof that would violate the Securities Act or the applicable state securities laws of any state. Such Investor will not distribute the Securities in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of any state. (e) 4.3 Such Investor understands that nothing in the Securities have not been registered under Registration Statement, the Securities Act or base prospectus, the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act Offering Information and any applicable state securities laws amendments or unless an exemption from supplements thereto, this Agreement or any other materials presented to such registration becomes Investor in connection with the purchase and sale of the Offered Securities constitutes legal, tax or is available. (f) Such Investor qualifies as an “Accredited Investor” under Regulation D promulgated under the Securities Actinvestment advice. Such Investor agrees to furnish has consulted such documents legal, tax and to comply investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Offered Securities. 4.4 From and after obtaining knowledge of the sale of the Offered Securities contemplated hereby, such reasonable requests Investor has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as defined in Regulation SHO) involving the Company’s securities), and has not violated its obligations of confidentiality. Such Investor covenants that it will not engage in any purchases or sales of the securities of the Company (including Short Sales) or disclose any information about the contemplated offering (other than to its advisors that are under a legal obligation of confidentiality or as otherwise may be necessary to substantiate the Investor’s status as a qualifying investor in connection with this private offering of Preferred Stock and Common Stock required by law) prior to the Investor. Each Investor represents and warrants time that all information contained in such documents and any other written materials concerning the status of such Investor furnished transactions contemplated by such Investor to the Company in connection with such requests will be true, complete and correct in all material respectsthis Agreement are publicly disclosed.

Representations, Warranties and Covenants of each Investor. Each ---------------------------------------------------------- of the Investors severally and as to itself represents and warrants to, and covenants and agrees with, DRI Acquisition and the Company that: (a) Such Investor has the requisite full legal right, power and authority (including, if applicable, including the due authorization by all necessary corporate corporate, partnership or limited liability company action) to enter into this Agreement and to perform such Investor’s 's obligations hereunder and to consummate the transactions provided for herein, without the need for the consent of any other person (other than such consents as have heretofore been obtained)person; and this Agreement has been duly authorized, executed and delivered by such Investor; and this Agreement constitutes the legal, valid and binding obligation of such Investor, Investor enforceable against such Investor in accordance with the terms hereof. As used herein, the term “person” means an individual or a corporation, partnership, limited liability company, joint venture, trust, regulatory or governmental agency or authority or other organization or entity of any kind. (b) No consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement by such Investor or for the consummation by such Investor of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to materially and adversely affect such Investor’s ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Investor’s knowledge, threatened, against such Investor with respect to his or her execution and delivery of this Agreement or the consummation by such Investor of the transactions contemplated hereby. (d) The Securities are being purchased acquired by such Investor hereunder for investment, and not with a view to any distribution thereof that would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state. Such ; and such Investor will not distribute the Securities in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of any state. (ec) Such Investor understands that the Securities have not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is availableavailable therefrom. (fd) Such Investor qualifies is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities being purchased are consistent with such Investor's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Securities. (e) Such Investor confirms that (i) such Investor is familiar with the business of DRI Acquisition and the Company, (ii) such Investor has had the opportunity to ask questions of the officers and directors of DRI Acquisition and the Company and to obtain (and that such Investor has received to its satisfaction) such information about the business and financial condition of DRI Acquisition and the Company as an “Accredited it has reasonably requested, and (iii) such Investor” under Regulation D , either alone or with such Investor's representative (as defined in Rule 501(h) promulgated under the Securities Act. Such ), if any, has such knowledge and experience in financial and business matters that such Investor agrees to furnish such documents is capable of evaluating the merits and to comply with such reasonable requests risks of the Company as may be necessary to substantiate prospective investment in the Investor’s status as a qualifying investor in connection with this private offering of Preferred Stock and Common Stock to the Investor. Each Investor represents and warrants that all information contained in such documents and any other written materials concerning the status of such Investor furnished by such Investor to the Company in connection with such requests will be true, complete and correct in all material respectsSecurities.