Representations and Warranties of Barington. Barington represents and warrants to the Company that (a) Barington’s authorized signatory named on the signature page of this Agreement has the power and authority to execute and deliver this Agreement and any other documents or agreements to be entered into in connection with this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by Barington, constitutes a valid, binding obligation of Barington and is enforceable against Barington in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions, (c) the execution, delivery and performance of this Agreement by Barington does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Barington or (ii) conflict with, result in any breach or violation of, constitute a default (or any event that with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, result in the loss of a material benefit under or give any right of termination, amendment, acceleration or cancellation of any organizational document, agreement, contract, commitment, understanding or arrangement to which Barington is a party or by which it is bound, (d) as of the Effective Date, Barington is deemed to beneficially own in the aggregate 1,042,664 shares of Common Stock, and (e) as of the Effective Date, Barington does not have, or have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into, exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, in each case (i) whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event, (ii) whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), (iii) whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and (iv) without regard to any short position under any such contract or arrangement).
Representations and Warranties of Barington. As an inducement to the Company to enter into this Agreement, and subject to the disclosures set forth in the Barington SEC Reports, Barington hereby represents and warrants to the Company that:
