Page 14 of 20 – SEC Filing
Section 2.5 Conflicts. The execution, delivery and performance of this Agreement
does not and will not (i) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions,
or conditions of any material agreements or instruments to which such Seller is a party or by which such Seller or such Sellers Shares are bound (including without limitation, the Shareholders Agreement), or (ii) constitute a
violation of (x) any material applicable law, rule or regulation, or (y) any judgment, order, injunctive, award or decree of any court, administrative agency or other governmental authority known to and applicable to such Seller.
Section 2.6 Brokers Fees. Such Seller has no liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the Transaction.
Section 2.7 No Bad Actors. Neither such Seller nor, to such Sellers knowledge,
any person that has been or will be paid (directly or indirectly) remuneration or a commission for such persons participation in the offer or sale of such Sellers Shares, including solicitation of purchasers for such Seller, is subject
to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the
Exchange Act).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to each Seller as follows:
Section 3.1 Authority and Approval. The Purchaser has the power and authority to enter into and perform its obligations under this
Agreement, and all action necessary on the part of the Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. This Agreement has been duly and validly
executed and delivered by the Purchaser. Assuming this Agreement constitutes a valid and binding obligation of the Sellers, this Agreement constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws
relating to the availability of a specific performance, injunctive relief, or other equitable remedies.
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Section 2.5 Conflicts. The execution, delivery and performance of this Agreement
does not and will not (i) violate, conflict with, or result in the breach, acceleration, default or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions,
or conditions of any material agreements or instruments to which such Seller is a party or by which such Seller or such Sellers Shares are bound (including without limitation, the Shareholders Agreement), or (ii) constitute a
violation of (x) any material applicable law, rule or regulation, or (y) any judgment, order, injunctive, award or decree of any court, administrative agency or other governmental authority known to and applicable to such Seller.
Section 2.6 Brokers Fees. Such Seller has no liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the Transaction.
Section 2.7 No Bad Actors. Neither such Seller nor, to such Sellers knowledge,
any person that has been or will be paid (directly or indirectly) remuneration or a commission for such persons participation in the offer or sale of such Sellers Shares, including solicitation of purchasers for such Seller, is subject
to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended (the
Exchange Act).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to each Seller as follows:
Section 3.1 Authority and Approval. The Purchaser has the power and authority to enter into and perform its obligations under this
Agreement, and all action necessary on the part of the Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction has been duly and validly taken. This Agreement has been duly and validly
executed and delivered by the Purchaser. Assuming this Agreement constitutes a valid and binding obligation of the Sellers, this Agreement constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws
relating to the availability of a specific performance, injunctive relief, or other equitable remedies.
5
