Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser represents and warrants to, and agrees with the Issuer, on the Closing Date, that: (a) Each Purchaser has the requisite power and authority to execute and deliver this Agreement, and to purchase the Bonds in accordance herewith, has duly authorized such execution, delivery and purchase, and has duly executed and delivered this Agreement. (b) Each Purchaser is acquiring the Bonds as principal for its own account (or for one or more accounts each holder of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereof. (c) Each Purchaser understands that the Bonds have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities laws, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Bonds. (d) In connection with its purchase of the Bonds, each Purchaser has received the Offering Materials. (e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply. (f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”). (g) Each Purchaser severally represents and warrants that the funds being used to pay the purchase price for the Bonds are not “plan assets” of one or more “Benefit Plan Investors” (as defined in United States Department of Labor Regulation Section 2510.3-101(f)(2)), and that Purchaser’s acquisition, holding and disposition of the Bonds does not and will not constitute or give rise to a non-exempt prohibited transaction under ERISA, Section 4975 of the Internal Revenue Code or any similar law of any jurisdiction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (a) Each Purchaser of the Purchasers represents and warrants to, and agrees with the Issuer, on to Seller as of the Closing Date, with respect to itself and not the other of such Purchasers that: (ai) Each Lessor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and Head Lessor is a corporation duly organized, validly existing and in good standing under the laws Of the State of North Carolina. Such Purchaser has the requisite power and authority to execute and deliver this Agreement, conduct its business as now conducted and to purchase the Bonds in accordance herewith, property being purchased by it hereunder and to enter into and perform its obligations under the Operative Documents to which it is or is to become a party. (ii) Each of the Operative Documents to which such Purchaser is a party has been duly authorized by all necessary action on the part of such Purchaser and has been duly executed and delivered by such Purchaser, and the execution, delivery and purchaseperformance thereof by such Purchaser will not, (x) require any approval of the members or other equity owners of such Purchaser or any approval or consent of any trustee or holder of any indebtedness or obligation of Purchaser, other than such consents and approvals as have been obtained, (y) contravene any Applicable Law binding on such Purchaser or (z) contravene or result in any breach of or constitute any default under such Purchaser's organizational documents, or any indenture, mortgage, loan agreement, contract, partnership or joint venture agreement, lease or other agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound. (iii) All Governmental Action required in connection with the execution, delivery and performance by such Purchaser of the Operative Documents to which it is a party, has duly executed been or will have been obtained, given or made. (iv) Each of the Operative Documents to which such Purchaser is or will become a party constitutes the legal, valid and delivered this Agreementbinding obligation of such Purchaser, enforceable against such Purchaser in accordance with the terms thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general. (b) Each Purchaser is acquiring the Bonds as principal for its own account (or for one or more accounts each holder The representations and warranties of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereof. (c) Each Purchaser understands that the Bonds have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities laws, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Bonds. (d) In connection with its purchase of the Bonds, each Purchaser has received the Offering Materials. (e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply. (f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(515(a) of shall survive the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”)closing. (g) Each Purchaser severally represents and warrants that the funds being used to pay the purchase price for the Bonds are not “plan assets” of one or more “Benefit Plan Investors” (as defined in United States Department of Labor Regulation Section 2510.3-101(f)(2)), and that Purchaser’s acquisition, holding and disposition of the Bonds does not and will not constitute or give rise to a non-exempt prohibited transaction under ERISA, Section 4975 of the Internal Revenue Code or any similar law of any jurisdiction.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (a) Each Purchaser represents and warrants to, and agrees with covenants with, the IssuerCompany as follows: (i) the Purchaser is knowledgeable, on the Closing Date, that: (a) Each Purchaser has the requisite power sophisticated and authority to execute and deliver this Agreementexperienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Bonds Shares; (ii) the Purchaser is acquiring the number of Shares set forth in accordance herewithSection 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulationx xxxxxxxxxx) xxxy and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has duly authorized such executioncompleted or caused to be completed the Registration Statement Questionnaire attached hereto as Appendix I, delivery and purchasefor use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the upon its own diligence and the representations and warranties of the Company contained herein; (vi) the Purchaser has duly executed been furnished all materials relating to the business, finances and delivered this Agreementoperations of the Company and its subsidiaries and materials relating to the offer and sale of the Shares which have been requested by the Purchaser, and the Purchaser has been afforded the opportunity to ask questions of the Company and has received satisfactory answers to any such inquiries; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and is not registered as a broker or dealer under Section 15(a) of the Exchange Act, or a member of the National Association of Securities Dealers. (b) Each Purchaser is acquiring acknowledges and agrees that the Bonds as principal for Company and its advisors have not provided any advice to the Purchaser regarding the federal, state, local or foreign tax implications of the acquisition, ownership or disposition of the Shares and that it has been advised to consult its own account (or for one or more accounts each holder of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and tax advisor with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereofimplications. (c) Each Purchaser understands that hereby covenants with the Bonds have Company not been and will not be registered to make any sale of the Shares without satisfying the prospectus delivery requirement under the Securities Act, and, if and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate notice of transfer: (i) in the future it decides form of Appendix II hereto, (ii) executed by a broker designated by, the Purchaser, and (iii) to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only effect that (A) the Shares have been sold in accordance with applicable state and federal securities lawsthe Registration Statement, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or and the Rules and Regulations and any applicable state securities or blue sky laws for resale and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the Bondsprospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Purchaser hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of any or all of its Shares. (d) In connection Each Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its purchase terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Bonds, each Purchaser has received the Offering Materialsin Section 7.3 hereof may be legally unenforceable. (e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply. (f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”). (g) Each Purchaser severally represents and warrants to and covenants with the Company that the funds being used to pay the purchase price for the Bonds are Purchaser has not “plan assets” of one engaged in, directly or more “Benefit Plan Investors” (as defined in United States Department of Labor Regulation Section 2510.3-101(f)(2))indirectly, and that Purchaser’s acquisitionfrom the date first above written and continuing for so long as the Purchaser owns Shares purchased hereunder, holding and disposition will not engage in, directly or indirectly, any short sales of the Bonds does not and will not constitute or give rise to a non-exempt prohibited transaction under ERISA, Section 4975 of the Internal Revenue Code or any similar law of any jurisdictionCompany's Common Stock.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each 5.3.1 Purchasers hereby represent and warrant to Seller that, as of the date hereof, the statements in the following paragraphs of this Section 5.3 are all true and correct. 5.3.2 Purchasers warrant that (save the Trustee Shareholders and the shareholders holding shares on a fiduciary basis for Purchaser represents and warrants to1) Purchaser 1 is the only co-shareholder of Seller in the Company. 5.3.3 Purchasers have the right, and agrees with the Issuerpower, on the Closing Date, that: (a) Each Purchaser has the requisite power legal capacity and authority to execute enter into and deliver perform their respective obligations under this Agreement. The execution, delivery and to purchase the Bonds in accordance herewith, performance of this Agreement have been duly and validly approved and authorized by Purchasers and all necessary corporate action has duly authorized been taken for such execution, delivery and purchaseperformance. 5.3.4 No filing, authorization or approval, governmental or otherwise, is necessary to enable Purchasers to enter into, and has duly executed and delivered to perform their obligations under this Agreement. (b) Each Purchaser is acquiring the Bonds as principal for its own account (or for one or more accounts each holder of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below)5.3.5 Purchasers have, and with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereof. (c) Each Purchaser understands that will have on the Bonds have not been and will not be registered under due date of the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities lawsPurchase Price as per Section 2.2.3, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Bonds. (d) In connection with its purchase of the Bonds, each Purchaser has received the Offering Materials. (e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply. (f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”). (g) Each Purchaser severally represents and warrants that the funds being used at their disposal necessary to pay the purchase price for Purchase Price and to consummate the Bonds are transactions contemplated by this Agreement. 5.3.6 Purchasers, being joint and several debtors, undertake that Spirent, the Seller and any of their Affilliates and officers, including but not “plan assets” limited to Xx. Xxxxxxxx Xxxxxxx, (the "Indemnified Parties") shall be fully and unconditionally released from any liabilities, guarantees or similar undertakings—if any—given by them in respect of one the Company and/or its Affiliates and/or any former or more “Benefit Plan Investors” existing shareholder of the Company other than the Seller, and/or from any duties and liabilities in the performance of their duties as members or former members of the board of directors of the Company (the "Potential Liabilities"). If there is any undertaking as defined per sentence 1 Purchasers shall provide the Seller with such release at the earliest possible date. If a claim should be raised against any of the Indemnified Parties in United States Department respect of Labor Regulation Section 2510.3-101(f)(2))any Potential Liabilities, Purchasers, being joint and several debtors, shall fully indemnify such Indemnified Party against, and that Purchaser’s acquisitionhold it harmless from, holding and disposition of any such claim. The foregoing shall not apply to the Bonds does not and will not constitute or give rise to a non-exempt prohibited transaction under ERISA, guarantee as per Section 4975 of the Internal Revenue Code or any similar law of any jurisdiction4.1.5.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (a) Each Purchaser of the Purchasers represents and warrants to, and agrees with the Issuer, on to Seller as of the Closing Date, with respect to itself and not the other of such Purchasers that: (ai) Each Lessor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and Head Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina. Such Purchaser has the requisite power and authority to execute and deliver this Agreement, conduct its business as now conducted and to purchase the Bonds in accordance herewith, property being purchased by it hereunder and to enter into and perform its obligations under the Operative Documents to which it is or is to become a party. (ii) Each of the Operative Documents to which such Purchaser is a party has been duly authorized by all necessary action on the part of such Purchaser and has been duly executed and delivered by such Purchaser, and the execution, delivery and purchaseperformance thereof by such Purchaser will not, (x) require any approval of the members or other equity owners of such Purchaser or any approval or consent of any trustee or holder of any indebtedness or obligation of Purchaser, other than such consents and approvals as have been obtained, (y) contravene any Applicable Law binding on such Purchaser or (z) contravene or result in any breach of or constitute any default under such Purchaser's organizational documents, or any indenture, mortgage, loan agreement, contract, partnership or joint venture agreement, lease or other agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound. (iii) All Governmental Action required in connection with the execution, delivery and performance by such Purchaser of the Operative Documents to which it is a party, has duly executed been or will have been obtained, given or made. (iv) Each of the Operative Documents to which such Purchaser is or will become a party constitutes the legal, valid and delivered this Agreementbinding obligation of such Purchaser, enforceable against such Purchaser in accordance with the terms thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general. (b) Each Purchaser is acquiring the Bonds as principal for its own account (or for one or more accounts each holder The representations and warranties of which is both a Qualified Purchaser (defined below) and an Institutional Accredited Investor (defined below), and with respect to which accounts such Purchaser has sole investment discretion) for investment and not for sale in connection with any distribution thereof. (c) Each Purchaser understands that the Bonds have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Bonds, such Bonds may be offered, resold, pledged or otherwise transferred only in accordance with applicable state and federal securities laws, the provisions of the Indenture and the legends on such Bonds, including without limitation the requirement for written certifications. In particular, it understands that the Bonds may be transferred only to a person that is a Qualified Purchaser (as defined below), with respect to the Issuer and an Institutional Accredited Investor (defined below). It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Bonds. (d) In connection with its purchase of the Bonds, each Purchaser has received the Offering Materials. (e) Each Purchaser has a properly completed and signed Internal Revenue Service Form W-9, Form W-8BEN, W-8BEN-E, W-ECI, or W-8IMY, as applicable (or applicable successor form) and delivered it to the Issuer and the Indenture Trustee. By the purchase of the Bonds or its acceptance of a beneficial interest therein, each Purchaser acknowledges that interest on the Bonds will be treated as United States source interest, and, as such, United States withholding tax may apply. (f) Each Purchaser is a “qualified purchaser” as defined in Section 2(a)(515(a) of shall survive the Investment Company Act of 1940 (“Qualified Purchaser”) and an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Institutional Accredited Investor”)closing. (g) Each Purchaser severally represents and warrants that the funds being used to pay the purchase price for the Bonds are not “plan assets” of one or more “Benefit Plan Investors” (as defined in United States Department of Labor Regulation Section 2510.3-101(f)(2)), and that Purchaser’s acquisition, holding and disposition of the Bonds does not and will not constitute or give rise to a non-exempt prohibited transaction under ERISA, Section 4975 of the Internal Revenue Code or any similar law of any jurisdiction.