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

Representations, Warranties and Covenants of Each Management Investor. Each Management Investor represents and warrants to, and covenants and agrees with, ValueAct Capital that: (a) Such Management Investor has the requisite legal capacity, right, power and authority (including, if applicable, the due authorization by all necessary corporate, partnership or limited liability company action) to enter into this Agreement, to perform such Management Investor’s obligations hereunder and to consummate the transactions provided for herein without the need for the consent of any other person (including a spouse, if any, of such Management Investor); and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Management Investor, enforceable against such Management 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) The Purchased Shares are being acquired by such Management 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 Management Investor will not distribute the Purchased Shares in violation of the Securities Act or the applicable securities laws of any state. (c) Such Management Investor understands that the Purchased Shares 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. (d) In formulating a decision to enter into this Agreement, such Management Investor has relied solely upon (i) the provisions of this Agreement, (ii) an independent investigation of the Company’s and Seitel’s business, and (iii) consultations with his, her or its legal and financial advisors with respect to this Agreement and the nature of his, her or its investment; and that in entering into this Agreement no reliance was placed by the Management Investor upon any representations or warranties other than those contained in this Agreement. (e) Such Management Investor is financially able to hold the Purchased Shares for long-term investment, believes that the nature and amount of the Purchased Shares being acquired are consistent with his, her or its overall investment program and financial position, and recognizes that there are substantial risks involved in the acquisition of Purchased Shares. (f) Such Management Investor confirms that (i) he, she or it is familiar with the business of the Company and Seitel, (ii) he, she or it has had the opportunity to ask questions of the officers and directors of the Company and to obtain (and that such Management Investor has received to his, her or its satisfaction) such information about the business and financial condition of the Company and Seitel as he, she or it has reasonably requested, and (iii) such Management Investor, either alone or with a representative (as defined in Rule 501(h) promulgated under the Securities Act), has such knowledge and experience in financial and business matters that such Management Investor is capable of evaluating the merits and risks of the prospective investment in the Purchased Shares. (g) Such Management Investor confirms that he, she or it qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act under which the Management Investor (i) has a net worth of at least one million dollars ($1,000,000), (ii) has had an annual income of at least two hundred thousand dollars ($200,000), individually or joint income with spouse of three hundred thousand dollars ($300,000) for each of the last two years or (iii) is a director or executive officer of the Company. (h) Such Management Investor’s address is as set forth in Section 6.1 hereof. (j) Such Management Investor agrees to provide any information, execute any document and take any other actions reasonably requested by ValueAct Capital in connection with this Agreement or the consummation of the transactions contemplated hereby in order that such transactions will comply with the applicable securities laws of any jurisdiction. Any Management Investor who is an individual also agrees to execute any document with his or her spouse, if any, that ValueAct Capital deems reasonably necessary to effectuate the intent of this Agreement, any joinder, securities holders agreement, registration rights agreement or other document executed in connection herewith or any of the terms of any of the foregoing.

Representations, Warranties and Covenants of Each Management Investor. Each of the Management Investor Investors severally and as to himself represents and warrants to, and covenants and agrees with, ValueAct Capital the Company that: (a) Such Management Investor has the requisite legal capacity, right, power and authority (including, if applicable, the due authorization by all necessary corporate, partnership or limited liability company action) to enter into this Agreement, Agreement and to perform such Management Investor’s 's obligations hereunder and to consummate the transactions provided for herein herein, without the need for the consent of any other person (including a spouse, if any, of other than such Management Investorconsents as have heretofore been obtained); and this Agreement has been duly authorized, executed and delivered by such Management Investor; and this Agreement constitutes the legal, valid and binding obligation of such Management Investor, enforceable against such Management 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 Management Investor or for the consummation by such Management 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 Management Investor's ability to consummate the transactions contemplated hereby. (c) No action, suit, proceeding or investigation is pending or, to such Management Investor's knowledge, threatened, against such Management Investor with respect to his execution and delivery of this Agreement or the consummation by such Management Investor of the transactions contemplated hereby. (d) The Purchased Shares Securities are being acquired purchased by such Management 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 Management Investor will not distribute the Purchased Shares Securities in violation of the Securities Act or the applicable securities laws of any state. (ce) Such Management Investor understands that the Purchased Shares 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. (df) In formulating a decision to enter into this Agreement, such Management Investor has relied solely upon (i) the provisions of this Agreement, (ii) an independent investigation of the Company’s and Seitel’s 's business, and (iii) consultations with his, her or its his legal and financial advisors with respect to this Agreement and the nature of his, her or its his investment; and that in entering into this Agreement no reliance was placed by the such Management Investor upon any representations or warranties other than those contained in this Agreement. (e) Such Management Investor is financially able to hold the Purchased Shares for long-term investment, believes that the nature and amount of the Purchased Shares being acquired are consistent with his, her or its overall investment program and financial position, and recognizes that there are substantial risks involved in the acquisition of Purchased Shares. (f) Such Management Investor confirms that (i) he, she or it is familiar with the business of the Company and Seitel, (ii) he, she or it has had the opportunity to ask questions of the officers and directors of the Company and to obtain (and that such Management Investor has received to his, her or its satisfaction) such information about the business and financial condition of the Company and Seitel as he, she or it has reasonably requested, and (iii) such Management Investor, either alone or with a representative (as defined in Rule 501(h) promulgated under the Securities Act), has such knowledge and experience in financial and business matters that such Management Investor is capable of evaluating the merits and risks of the prospective investment in the Purchased Shares. (g) Such Management Investor confirms that he, she or it qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act under which the Management Investor (i) has a net worth of at least one million dollars ($1,000,000), (ii) has had an annual income of at least two hundred thousand dollars ($200,000), individually or joint income with spouse of three hundred thousand dollars ($300,000) for each of the last two years or (iii) is a director or executive officer of the Company. (h) Such Management Investor’s address is as set forth in Section 6.1 hereof. (j) Such Management Investor agrees to provide any information, execute any document and take any other actions reasonably requested by ValueAct Capital in connection with this Agreement or the consummation of the transactions contemplated hereby in order that such transactions will comply with the applicable securities laws of any jurisdiction. Any Management Investor who is an individual also agrees to execute any document with his or her spouse, if any, that ValueAct Capital deems reasonably necessary to effectuate the intent of this Agreement, any joinder, securities holders agreement, registration rights agreement or other document executed in connection herewith or any of the terms of any of the foregoing.