Common use of Transferors’ Representations Clause in Contracts

Transferors’ Representations. The Transferor represents and warrants to the Plan Administrator and the Transferee, as of the date of this Agreement and the “Effective Transfer Date” specified in the signature area of this Agreement (the “Effective Transfer Date”), that: (i) the Transferor is duly created under the laws of its state of formation, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; this Agreement has been duly approved by all necessary action, has been duly executed by the Transferor, and constitutes the valid and binding agreement of the Transferor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally; and the execution, delivery and performance of this Agreement by the Transferor does not violate or conflict with any applicable law, rule or regulation or violate, conflict with or cause a default under any court order, administrative ruling or decree or any agreement, contract, indenture or other binding arrangement to which the Transferor is a party or any of its property is subject; and (ii) the transfer and assignment evidenced by this Agreement complies with the requirements of the Trust Agreement (including, without limitation, Section 2.5 of the Trust Agreement). Transferor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Trust Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Trust Agreement or any other instrument or document furnished pursuant thereto or value of a Transferred Interest; provided, however, that, notwithstanding the foregoing, Transferor represents and warrants to the Plan Administrator and the Transferee, as of the date of this Agreement and the Effective Transfer Date, that Transferor is the legal and beneficial owner of the Transferred Interest free and clear of any claim or encumbrance whatsoever. The Transferor requests that the Plan Administrator update its books and records as of the Effective Transfer Date to indicate that the Transferee is the record owner of the Transferred Interest.

Transferors’ Representations. The Transferor represents and warrants to the Plan Liquidation Trust Administrator and the Transferee, as of the date of this Agreement and the “Effective Transfer Date” specified in the signature area of this Agreement (the “Effective Transfer Date”), that: (i) the Transferor is duly created under the laws of its state of formation, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; this Agreement has been duly approved by all necessary action, has been duly executed by the Transferor, and constitutes the valid and binding agreement of the Transferor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally; and the execution, delivery and performance of this Agreement by the Transferor does not violate or conflict with any applicable law, rule or regulation or violate, conflict with or cause a default under any court order, administrative ruling or decree or any agreement, contract, indenture or other binding arrangement to which the Transferor is a party or any of its property is subject; and (ii) the transfer and assignment evidenced by this Agreement complies with the requirements of the Trust Agreement (including, without limitation, Section 2.5 of the Trust Agreement). Transferor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Trust Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Trust Agreement or any other instrument or document furnished pursuant thereto or value of a Transferred Interest; provided, however, that, notwithstanding the foregoing, Transferor represents and warrants to the Plan Liquidation Trust Administrator and the Transferee, as of the date of this Agreement and the Effective Transfer Date, that Transferor is the legal and beneficial owner of the Transferred Interest free and clear of any claim or encumbrance whatsoever. The Transferor requests that the Plan Liquidation Trust Administrator update its books and records as of the Effective Transfer Date to indicate that the Transferee is the record owner of the Transferred Interest.

Transferors’ Representations. The Transferor Each of the Transferors, severally and not jointly, hereby represents and warrants to the Plan Administrator Purchaser as follows: (a) All corporate action required to be taken by the Transferor in order to authorize the Transferor to enter into this Agreement, and to sell the TransfereeShares in accordance with the terms of this Agreement, has been taken or will be taken prior to the transfer required hereby. All action on the part of the Transferor necessary for the execution and delivery of this Agreement, the performance of all obligations of the Transferor under this Agreement to be performed as of the date hereof, and the issuance and delivery of the Shares in accordance with the terms of this Agreement and the “Effective Transfer Date” specified in the signature area of this Agreement (the “Effective Transfer Date”), that: (i) the has been taken. Each Transferor is duly created under the laws of its state of formation, and has full power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; under this Agreement has been duly approved by all necessary action, has been duly executed by the Transferor, and this Agreement constitutes the its valid and legally-binding agreement of the Transferorobligation, enforceable against such Transferor in accordance with its terms, terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar moratorium, and other laws of general application affecting the enforcement of creditors creditors’ rights generally; , and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The execution, delivery and performance of this Agreement by the such Transferor does will not violate result in a breach or conflict with any applicable law, rule violation of or regulation or violate, conflict with or cause constitute a default by such Transferor under any court order, administrative ruling or decree or any agreement, contract, indenture instrument or other binding arrangement order to which the such Transferor is a party or any of its property by which such Transferor is subject; and (ii) the transfer and assignment evidenced by this Agreement complies with the requirements of the Trust Agreement (including, without limitation, Section 2.5 of the Trust Agreement). Transferor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Trust Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Trust Agreement bound or any other instrument law or document furnished pursuant thereto or value of a Transferred Interest; providedregulation applicable to it. (b) At the Merger Closing, however, that, notwithstanding the foregoing, Transferor represents and warrants to will be the Plan Administrator and the Transferee, as of the date of this Agreement and the Effective Transfer Date, that Transferor is the legal and beneficial owner of the Transferred Interest Shares, free and clear of any claim or encumbrance whatsoeverand all liens and encumbrances. The Transferor requests that agrees it will not encumber or transfer the Plan Administrator update its books Shares during the term of this Agreement except as provided pursuant to this Agreement. (c) There is no legal action or suit or governmental proceeding or investigation pending or, to the knowledge of Seller, threatened against the Transferor or the Shares which in any way adversely affects or prevents the sale and records as delivery of the Effective Transfer Date Shares to indicate that the Transferee Purchaser hereunder. (d) The Transferor is an accredited investor as defined in Regulation D promulgated under the record owner Securities Act of 1933. (e) The Shares are being sold hereby pursuant to the exemption from the registration requirements of the Transferred InterestSecurities Act of 1933 pursuant to Section 4(a)(7) of the Securities Act of 1933. The Transferor has not engaged in any activities constituting general solicitation in connection with such sale.