REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF EACH
In connection with and as an inducement to the Company to enter into this Agreement, each Seller represents and warrants to the Company that, as of the Closing Date:
4.1. No Conflicts. The execution and delivery of this Agreement does not, and the performance by such Seller of such Sellers obligations under this Agreement and the consummation of the transactions contemplated hereby do not and will not, conflict with or result in a violation or breach of any term or provision of any contract, law, order, permit, statute, rule, or regulation applicable to such Seller.
4.2. Title to the Shares. Immediately prior to the Closing Date, such Seller has good title to, the right to possession of, interest (legal and beneficial) in, and the right to sell such Sellers Redeemed Shares as listed on Exhibit A and that, such Redeemed Shares shall be transferred, on the Closing Date, to the Company free and clear of any pledge, lien, security interest, encumbrance, equitable interest or other restrictions or potentially adverse claim of any kind or nature.
4.3. Third-Party Consents. With respect to such Seller, no consent, approval, authorization and order from any third parties are required for the execution and delivery of this Agreement or to carry out the transactions contemplated by this Agreement.
4.4. Authority. Such Seller has full legal right, power and authority to enter into and perform such Sellers obligations under this Agreement and to transfer the Redeemed Shares under this Agreement.
4.5. Sophisticated Seller. Such Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Redeemed Shares, (c) has independently and without reliance upon the Company, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller acknowledges that neither the Company nor its affiliates is acting as a fiduciary or financial or investment adviser to such Seller, and has not given Seller any investment advice, opinion or other information on whether the sale of the Redeemed Shares is prudent. Such Seller acknowledges that (i) the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to sell the Redeemed Shares (Seller Excluded Information), (ii) such Seller has determined to sell the Redeemed Shares notwithstanding its lack of knowledge of Seller Excluded Information and (iii) the Company shall have no liability to such Seller, and such Seller waives and releases any claims that it might have against the Company whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information in connection with the sale of the Redeemed Shares and the transactions contemplated by this Agreement. Such Seller understands that the Company will rely on the accuracy and truth of the foregoing representations, and such Seller hereby consents to such reliance.
4.6. Enforceability. This Agreement constitutes the legally valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, organization, moratorium or similar laws relating to or affecting creditors rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.