Common use of Conditions to the Obligations of the Underwriters Clause in Contracts

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities Firm Shares and the Option SecuritiesShares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date Settlement Date pursuant to Section 3 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of ------------------------------------------------- the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 hereofDate, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder in all material respects of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of ------------------------------------------------- the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Securityholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Securityholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Securityholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities Shares and the Option SecuritiesShares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Timetime of execution of this Agreement, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company Parties and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Parties and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, Applicable Time and the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The ------------------------------------------------- obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein in this Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder under this Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters on the Closing Date to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Closing Date and any settlement date Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date Option Closing Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Company, Xxxxx LLC and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company Company, Xxxxx LLC and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Securityholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Securityholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Securityholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Issuer and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company Issuer and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Issuer and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters Underwriters, as to the Shares to be delivered at the Time of Delivery, to purchase the Underwritten Securities and the Option Securities, as the case may be, Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and of the Selling Stockholders contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 hereofTime of Delivery, to the accuracy of the statements of the Company and of the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and by each of the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters Underwriters, as to the Shares to be delivered at each Time of Delivery, to purchase the Underwritten Securities and the Option Securities, as the case may be, Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and of the Selling Stockholders contained herein as of the Execution Time, the Closing Date Time and any settlement date pursuant to Section 3 hereofsuch Time of Delivery, to the accuracy of the statements of the Company and of the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and by each of the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Applicable Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Allotment Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations ------------------------------------------------- of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Securityholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Securityholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Securityholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The -------------------------------------------------- obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by each of the Company and the Selling Stockholders Shareholder of their its respective obligations hereunder and to the following additional conditions; provided that any conditions with respect to the Selling Shareholder are only with respect to the Execution Time and the Closing Date:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein in this Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereofeach Option Closing Date, to the accuracy of the statements of the Company and the of any Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the each Selling Stockholders Shareholder of their respective obligations hereunder under this Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties (in each case, subject to the qualifications, if any, described therein) on the part of the Company Transaction Entities and the Selling Stockholders contained herein as of the Execution Timedate hereof, the Applicable Time and the Closing Date and any settlement date pursuant to Section 3 hereofDate, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of -------------------------------------------------- the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and each of the Selling Stockholders contained herein in this Underwriting Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and each of the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and each of the Selling Stockholders of their respective obligations hereunder under this Underwriting Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities Firm Shares and the Option SecuritiesShares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein in this Underwriting Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder under this Underwriting Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section Sections 3 and 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein in this Underwriting Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective obligations hereunder under this Underwriting Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, Shares shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Timedate hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and any settlement date pursuant to Section 3 hereofas of the Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders in all material respects of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date the Settlement Date, if any, pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and on the part of the Selling Stockholders Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The ------------------------------------------------- obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Investment Manager contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Investment Manager made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Investment Manager of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 hereofand, if applicable, each Option Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the each Selling Stockholders Shareholder contained herein in this Underwriting Agreement as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the each Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the each Selling Stockholders Shareholder of their respective obligations hereunder under this Underwriting Agreement and to the following additional conditions:

Conditions to the Obligations of the Underwriters. (a) The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may bebe pursuant to Section 3 hereof, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereofthe Option Closing Date, as the case may be, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder (including providing all required certificates and opinions described below in forms reasonably satisfactory to the Representatives and counsel for the Underwriters) and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereofOption Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and and, if applicable, any settlement date pursuant to Section 3 hereofadditional Settlement Date, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective its obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section Sections 3 and 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholders contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy in all respects) of the representations and warranties on the part of the Company and the Selling Stockholders Stockholder contained herein as of the Execution Time, Time and the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Stockholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Stockholder in all material respects of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Applicable Time, the Closing Date and any settlement date the Option Closing Date, if applicable, pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Company, the Manager and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company Company, the Manager and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Company, the Manager and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 Section3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:: 15

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders Shareholder contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 4 hereof, to the accuracy of the statements of the Company and the Selling Stockholders Shareholder made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders Shareholder of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Underwritten Securities and the Option Securities, as the case may be, Shares shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of at the Execution Timedate hereof, the Closing Date and any settlement date pursuant to Section 3 hereofeach Option Closing Date, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Selling Stockholders made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions: