Common use of Custody Agreements Clause in Contracts

Custody Agreements. Each of the Selling Stockholders party to a Custody Agreement represents and warrants that all of the Offered Shares to be sold by such Selling Stockholder hereunder, have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Broadridge Corporate Issuer Solutions, Inc., as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered a power of attorney included in the Custody Agreement appointing the person or persons indicated in such Custody Agreement, and each of them, as such Selling Stockholder’s attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize the delivery of the Offered Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.

Custody Agreements. Each of the Selling Stockholders party to a Custody Agreement represents and warrants that security entitlements representing all of the Offered Shares to be sold by such Selling Stockholder hereunder, Stockholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by by, or on behalf of such Selling Stockholder to Broadridge Corporate Issuer Solutions, Inc.the Company, as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered a power Powers of attorney included Attorney, in the Custody Agreement form heretofore furnished to you, appointing the person or persons indicated in such Custody AgreementSchedule 2 hereto, and each of them, as such Selling Stockholder’s attorneysAttorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize the delivery of the Offered Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.

Custody Agreements. Each of the Selling Stockholders party to a Custody Agreement represents and warrants that certificates in negotiable form and/or book-entry entitlements representing all of the Offered Shares to be sold by such Selling Stockholder hereunder, Stockholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by or on behalf of such Selling Stockholder to Broadridge Corporate Issuer SolutionsAmerican Stock Transfer & Trust Company, Inc., LLC as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered a power Powers of attorney included Attorney, in the Custody Agreement form heretofore furnished to you, appointing the person or persons indicated in such Custody AgreementSchedule 2 hereto, and each of them, as such Selling Stockholder’s attorneysAttorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize the delivery of the Offered Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement.