Common use of Due Execution and Delivery Clause in Contracts

Due Execution and Delivery. The Officer represents and warrants that (i) the Officer has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer to authorize the Officer to execute, deliver and perform the Officer’s obligations under this Agreement, the Securityholders’ Agreement and the LLC Agreement have been taken and this Agreement constitutes and, upon execution of a joinder thereto, the Securityholders’ Agreement and the LLC Agreement will constitute the Officer’s legal, valid and binding obligations, enforceable against the Officer in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement and the joinder to the Securityholders’ Agreement and the LLC Agreement, and the consummation by the Officer of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer or by which the Officer or any material portion of the Officer’s properties is bound and (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer in connection with the execution and delivery of this Agreement and the joinder to the Securityholders’ Agreement and the LLC Agreement or the performance of such Officer’s obligations hereunder or thereunder.

Due Execution and Delivery. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer Purchaser to execute, deliver and perform the OfficerPurchaser’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the OfficerPurchaser’s legal, valid and binding obligations, enforceable against the Officer Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Purchaser or by which the Officer Purchaser or any material portion of the OfficerPurchaser’s properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerPurchaser’s obligations hereunder or thereunderthereunder and (v) such Purchaser is a resident of the state set forth below such Purchaser’s name on the signature page hereof.

Due Execution and Delivery. The Officer Employee represents and warrants that (i) the Officer Employee has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Employee to authorize the Officer Employee to execute, deliver and perform the OfficerEmployee’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the OfficerEmployee’s legal, valid and binding obligations, enforceable against the Officer Employee in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Employee of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Employee or by which the Officer Employee or any material portion of the OfficerEmployee’s properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Employee in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerEmployee’s obligations hereunder or thereunderthereunder and (v) such Employee is a resident of the state set forth below such Employee’s name on the signature page hereof.

Due Execution and Delivery. The Officer Purchaser represents and warrants that (i) the Officer Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer Purchaser to execute, deliver and perform the Officer’s Purchaser's obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the Officer’s Purchaser's legal, valid and binding obligations, enforceable against the Officer Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement, and the consummation by the Officer Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer Purchaser or by which the Officer Purchaser or any material portion of the Officer’s Purchaser's properties is bound and bound, (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such Officer’s Purchaser's obligations hereunder or thereunderthereunder and (v) such Purchaser is a resident of the state set forth below such Purchaser's name on the signature page hereof.

Due Execution and Delivery. The Officer Each Purchaser represents and warrants that (i) the Officer such Purchaser has duly executed and delivered this Agreement, (ii) all actions required to be taken by or on behalf of the Officer Purchaser to authorize the Officer such Purchaser to execute, deliver and perform the Officersuch Purchaser’s obligations under this Agreement, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement have been taken and this Agreement constitutes and, upon execution of a joinder theretothereof, the Securityholders’ Stockholders Agreement and the LLC Registration Rights Agreement will constitute the Officersuch Purchaser’s legal, valid and binding obligations, enforceable against the Officer such Purchaser in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally, (iii) the execution and delivery of this Agreement, the Stockholders Agreement and the joinder to the Securityholders’ Registration Rights Agreement and the LLC Agreement, and the consummation by the Officer such Purchaser of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby do not and will not conflict with, or result in a breach of any terms of, or constitute a default under, any agreement or instrument or any statute, law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority which is applicable to the Officer such Purchaser or by which the Officer Purchaser or any material portion of the Officersuch Purchaser’s properties is bound bound, and (iv) no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Officer Purchaser in connection with the execution and delivery of this Agreement, the Stockholders Agreement and or the joinder to the Securityholders’ Agreement and the LLC Registration Rights Agreement or the performance of such OfficerPurchaser’s obligations hereunder or thereunder.