Common use of Shareholder Representations, Warranties and Covenants Clause in Contracts

Shareholder Representations, Warranties and Covenants. Each Shareholder represents, warrants and covenants to the Company and each other Shareholder that: (a) Such Shareholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity. (b) Such Shareholder is employed in a managerial or executive position with one or more of the Company's subsidiaries and is familiar with the Company's and its subsidiaries' operations, financial condition and business prospects. (c) Such Shareholder will not (i) transfer any Shares if such transfer would result in a default by the Company or its subsidiaries under any of the provisions of the Operative Documents, (ii) except as required or contemplated by the Operative Documents, grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing his obligations under any of the Operative Documents, or would result in a default by the Company or its subsidiaries under the provisions of any of the Operative Documents. Each Shareholder further agrees that such Shareholder's ability to transfer Shares is subject to the limitations, restrictions and conditions of the Shareholder Agreement and the Operative Documents. (d) Such Shareholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the Shares. (e) Such Shareholder has no pending or threatened claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof, nor does such Shareholder presently intend to bring or file any claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof. (f) The Company has afforded such Shareholder and such Shareholder's advisors, if any, the opportunity to discuss an investment in the Shares and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Shares and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Shares and the Operative Documents. Such Shareholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Shareholder's investment in the Shares and with the Operative Documents and the consequences thereof and risks associated therewith. Such Shareholder and such Shareholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that such Shareholder deems to be material to an understanding of the Company and its subsidiaries, the proposed business of the Company and its subsidiaries, and the offering of the Shares. Such Shareholder also acknowledges that to such Shareholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Shares. (g) Such Shareholder represents to the Company and the other shareholders of the Company that it knows and understands and has given full consideration to and has had the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the transactions with affiliates being consummated by the Company in connection with the Shareholders Agreement, the Investor Subscription Agreement, the Loan Agreement, the Credit Agreement, the TJC Management Consulting Agreement, the Advisory Agreement, the Seacon Fee Agreement, and the Management Stock Plan, including all agreements, obligations, covenants and arrangements contained therein or contemplated thereby, including all exhibits and schedules thereto (collectively, the "Affiliate Transaction Agreements").

Shareholder Representations, Warranties and Covenants. Each Shareholder represents, warrants and covenants to the Company and each other Shareholder that: (a) Such Shareholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity. (b) Such Shareholder is employed in a managerial or executive position with one or more of the Company's subsidiaries and is familiar with the Company's and its subsidiaries' operations, financial condition and business prospects. (c) Such Shareholder will not (i) transfer any Shares if such transfer would result in a default by the Company or its subsidiaries under any of the provisions of the Operative Documents, (ii) except as required or contemplated by the Operative Documents, grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing his obligations under any of the Operative Documents, or would result in a default by the Company or its subsidiaries under the provisions of any of the Operative Documents. Each Shareholder further agrees that such Shareholder's ability to transfer Shares is subject to the limitations, restrictions and conditions of the Shareholder Agreement and the other Operative Documents. (d) Such Shareholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the Shares. (ec) Such Shareholder has no pending or threatened claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof, nor does such Shareholder presently intend to bring or file any claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof. (fd) The Company has afforded such Shareholder and such Shareholder's advisors, if any, the opportunity to discuss an investment in the Shares and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Shares and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Shares and the Operative Documents. Such Shareholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Shareholder's investment in the Shares and with the Operative Documents and the consequences thereof and risks associated therewith. Such Shareholder and such Shareholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that such Shareholder deems to be material to an understanding of the Company and its subsidiaries, the proposed business of the Company and its subsidiaries, and the offering of the Shares. Such Shareholder also acknowledges that to such Shareholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Shares. (ge) Such Shareholder represents to the Company and the other shareholders of the Company that it knows and understands and has given full consideration to and has had the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the transactions with affiliates being consummated by the Company in connection with the Shareholders Agreement, the Investor Subscription Agreement, the Loan Agreement, the Credit Agreement, the Management Subscription Agreement, the TJC Management Consulting Agreement, the Advisory Agreement, the Management Subscription Agreement, the Seacon Fee Agreement, Agreement and the Management Stock Plan, including all agreements, obligations, covenants and arrangements contained therein or contemplated thereby, including all exhibits and schedules thereto (collectively, the "Affiliate Transaction Agreements").

Shareholder Representations, Warranties and Covenants. Each Shareholder represents, warrants and covenants to the Company and each other Shareholder that: (a) Such Shareholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) is subject to general principles of equity. (b) Such Shareholder is employed in a managerial or executive position with one or more of the Company's ’s subsidiaries and is familiar with the Company's ’s and its subsidiaries' ’ operations, financial condition and business prospects. (c) Such Shareholder will not (i) will not transfer any Shares Securities if such transfer would result in a default by the Company or its subsidiaries under any of the provisions of the Operative Documentsoperative documents in connection with the financing, (ii) except as required or contemplated by the Operative Documentsoperative documents in connection with the financing, grant any proxies, deposit any Shares Securities into a voting trust or enter into a voting agreement with respect to any SharesSecurities, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing his obligations under this Agreement or any of the Operative Documentsoperative documents in connection with the financing, or would result in a default by the Company or its subsidiaries under the provisions of this Agreement or any of the Operative Documents. Each Shareholder further agrees that such Shareholder's ability to transfer Shares is subject to the limitations, restrictions and conditions of the Shareholder Agreement and the Operative Documents. (d) Such Shareholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the Shares. (e) Such Shareholder has no pending or threatened claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof, nor does such Shareholder presently intend to bring or file any claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof. (f) The Company has afforded such Shareholder and such Shareholder's advisors, if any, the opportunity to discuss an investment in the Shares and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Shares and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Shares and the Operative Documents. Such Shareholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Shareholder's investment in the Shares and with the Operative Documents and the consequences thereof and risks associated therewith. Such Shareholder and such Shareholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that such Shareholder deems to be material to an understanding of the Company and its subsidiaries, the proposed business of the Company and its subsidiaries, and the offering of the Shares. Such Shareholder also acknowledges that to such Shareholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Shares. (g) Such Shareholder represents to the Company and the other shareholders of the Company that it knows and understands and has given full consideration to and has had the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the transactions with affiliates being consummated by the Company operative documents in connection with the Shareholders Agreement, the Investor Subscription Agreement, the Loan Agreement, the Credit Agreement, the TJC Management Consulting Agreement, the Advisory Agreement, the Seacon Fee Agreement, and the Management Stock Plan, including all agreements, obligations, covenants and arrangements contained therein or contemplated thereby, including all exhibits and schedules thereto (collectively, the "Affiliate Transaction Agreements").the

Shareholder Representations, Warranties and Covenants. Each Shareholder represents, warrants and covenants to the Company and each other Shareholder that: (a) Such Shareholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) is subject to general principles of equity. (b) Such Shareholder is employed in a managerial or executive position with one or more of the Company's ’s subsidiaries and is familiar with the Company's ’s and its subsidiaries' ’ operations, financial condition and business prospects. (c) Such Shareholder will not (i) will not transfer any Shares Securities if such transfer would result in a default by the Company or its subsidiaries under any of the provisions of the Operative Documentsoperative documents in connection with the financing, (ii) except as required or contemplated by the Operative Documentsoperative documents in connection with the financing, grant any proxies, deposit any Shares Securities into a voting trust or enter into a voting agreement with respect to any SharesSecurities, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing his obligations under this Agreement or any of the Operative Documentsoperative documents in connection with the financing, or would result in a default by the Company or its subsidiaries under the provisions of this Agreement or any of the Operative Documentsoperative documents in connection with the financing. Each Shareholder further agrees that such Shareholder's ’s ability to transfer Shares Securities is subject to the limitations, restrictions and conditions of the Shareholder Agreement and the Operative Documentsoperative documents in connection with the financing. (d) Such Shareholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the SharesSecurities. (e) Such Shareholder has no pending or threatened claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof, nor does such said Shareholder presently intend to bring or file any claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof. (f) The Company has afforded such Shareholder and such Shareholder's ’s advisors, if any, the opportunity to discuss an investment in the Shares Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Shares Securities and the Operative Documentsoperative documents in connection with the financing, and such representatives have provided answers to all such questions concerning the offering of the Shares Securities and the Operative Documentsoperative documents in connection with the financing. Such Shareholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Shareholder's ’s investment in the Shares Securities and with the Operative Documents operative documents in connection with the financing and the consequences thereof and risks associated therewith. Such Shareholder and such Shareholder's ’s advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents operative documents in connection with the financing and all information that such Shareholder deems to be material to an understanding of the Company and its subsidiaries, the proposed business of the Company and its subsidiaries, and the offering of the SharesSecurities. Such Shareholder also acknowledges that to such Shareholder's ’s knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the SharesSecurities. (g) Such Shareholder represents to the Company and the other shareholders of the Company that it knows and understands and has given full consideration to and has had the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the transactions with affiliates being consummated by the Company in connection with the Shareholders Agreement, the Investor Resolute Fund Subscription Agreement, the Loan Goldman Subscription Agreement, the Indenture, the Offering Circular, the Credit Agreement, the TJC Management Consulting Agreement, the Advisory Agreement, the Seacon Fee Agreement, Consultant Subscription Agreement and the Management Stock Restricted Share Plan, including all agreements, obligations, covenants and arrangements contained therein or contemplated thereby, including all exhibits and schedules thereto (collectively, the "“Affiliate Transaction Agreements"”).

Shareholder Representations, Warranties and Covenants. Each Shareholder represents, warrants and covenants to the Company and each other Shareholder that: (a) Such Shareholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder will not violate any other agreement to which such Shareholder is a party including, without limitation, any voting agreement, shareholders agreement or voting trust. This Agreement has been duly and validly authorized, executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity. (b) Such Shareholder is employed in a managerial or executive position with one or more of the Company's subsidiaries and is familiar with the Company's and its subsidiaries' operations, financial condition and business prospects. (c) Such Shareholder will not (i) transfer any Shares if such transfer would result in a default by the Company or its subsidiaries under any of the provisions of the Operative Documents, (ii) except as required or contemplated by the Operative Documents, grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing his obligations under any of the Operative Documents, or would result in a default by the Company or its subsidiaries under the provisions of any of the Operative Documents. Each Shareholder further agrees that such Shareholder's ability to transfer Shares is subject to the limitations, restrictions and conditions of the Shareholder Agreement and the Operative Documents. (d) Such Shareholder will complete, execute and file a form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with the Internal Revenue Service within thirty (30) days of the execution of this Agreement and the purchase of the Shares. (e) Such Shareholder has no pending or threatened claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof, nor does such Shareholder presently intend to bring or file any claim, complaint, action, suit, proceeding, hearing or investigation against the Company or its subsidiaries for any period prior to the date hereof. (f) The Company has afforded such Shareholder and such Shareholder's advisors, if any, the opportunity to discuss an investment in the Shares and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Shares and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Shares and the Operative Documents. Such Shareholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Shareholder's investment in the Shares and with the Operative Documents and the consequences thereof and risks associated therewith. Such Shareholder and such Shareholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that such Shareholder deems to be material to an understanding of the Company and its subsidiaries, the proposed business of the Company and its subsidiaries, and the offering of the Shares. Such Shareholder also acknowledges that to such Shareholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or internet, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Shares. (g) Such Shareholder represents to the Company and the other shareholders of the Company that it knows and understands and has given full consideration to and has had the opportunity to ask questions of any person authorized to act on behalf of the Company concerning any aspect of the transactions with affiliates being consummated by the Company in connection with the Shareholders Agreement, the Investor Subscription Agreement, the Loan Agreement, the Credit Agreement, the TJC Management Consulting Agreement, the Advisory Agreement, the Seacon Fee Agreement, and the Management Stock Plan, including all agreements, obligations, covenants and arrangements contained therein or contemplated thereby, 4 Management Subscription Agreement including all exhibits and schedules thereto (collectively, the "Affiliate Transaction Agreements").