Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. The Initial Investor hereby represents and warrants to NEP Member that the Initial Investor is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement; (b) the Class B Parent hereby represents and warrants to NEP Member that the Class B Parent is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Initial Investor, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (c) Class B Holdco hereby represents and warrants to NEP Member that Class B Holdco is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Class B Parent, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); and (d) each Blocker hereby represents and warrants to NEP Member that each such Blocker is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and, collectively with the other Blockers, is the owner, beneficially and of record, of all of the issued and outstanding equity interests of Class B Holdco, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (e) Blocker Parent hereby represents and warrants to NEP Member that Blocker Parent is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited partnership power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of each Blocker, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement).

Certain Representations and Agreements. The Initial Investor Executive hereby understands and agrees that (a) none of the shares of Restricted Stock have been registered or qualified under any federal or state securities laws and are being issued by the Company in reliance upon certain exemptions from registration or qualification under such laws, (b) because the shares of Restricted Stock have not been registered or qualified under any federal or state securities laws, such shares are subject to restrictions imposed by such laws on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, (c) because the Executive may be deemed to be an affiliate of the Company under the federal securities laws, the shares of Restricted Stock may be subject to additional restrictions imposed by applicable law on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, and (d) he is (and his heirs, executors, administrators and representatives are) bound by, and the shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in this Agreement, the Company's Certificate of Incorporation and applicable law. The Executive hereby represents and warrants to NEP Member that the Initial Investor Company as follows: (a) The Executive is duly formed a member of the Company's Board of Directors and is validly existing as a limited liability company and is in good standing under the Laws Company's Chairman of the State of Delaware, has the full limited liability company power Board and authority to execute and deliver, and to perform its obligations under, this Agreement; Chief Executive Officer; (b) No representations, promises or commitments have been made to the Class B Parent hereby represents and warrants Executive concerning the amount of dividends or distributions, the percentage of profit or the return on investment, if any, that he might expect to NEP Member that the Class B Parent is duly formed and is validly existing receive as a limited liability company and is in good standing under result owning the Laws shares of Restricted Stock, nor have any representations, promises or commitments been made to the State Executive relating to any repurchase by the Company of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and shares of record, of all of the issued and outstanding equity interests of the Initial Investor, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement)Restricted Stock upon vesting; and (c) Class B Holdco hereby represents The shares of Restricted Stock shall be held by him for his own account and warrants not for another person and not with a view to NEP Member that Class B Holdco is duly formed and is validly existing as a limited liability company and is in good standing under the Laws resale, distribution, subdivision or fractionalization of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Class B Parent, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); and (d) each Blocker hereby represents and warrants to NEP Member that each such Blocker is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and, collectively with the other Blockers, is the owner, beneficially and of record, of all of the issued and outstanding equity interests of Class B Holdco, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (e) Blocker Parent hereby represents and warrants to NEP Member that Blocker Parent is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited partnership power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of each Blocker, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement)shares.

Certain Representations and Agreements. The Initial Investor Executive hereby understands and agrees that (a) none of the shares of Restricted Stock have been registered or qualified under any federal or state securities laws and are being issued by the Company in reliance upon certain exemptions from registration or qualification under such laws, (b) because the shares of Restricted Stock have not been registered or qualified under any federal or state securities laws, such shares are subject to restrictions imposed by such laws on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, (c) because the Executive may be deemed to be an affiliate of the Company under the federal securities laws, the shares of Restricted Stock may be subject to further restrictions imposed by applicable law on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, and (d) he is (and his heirs, executors, administrators and representatives are) bound by, and the shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in this Agreement, the Company’s Certificate of Incorporation and By-Laws (as currently or hereafter in effect) and applicable law. The Executive hereby represents and warrants to NEP Member that the Initial Investor Company as follows: (a) The Executive is duly formed and is validly existing as a limited liability company and is in good standing under the Laws an executive officer of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement; Company; (b) No representations, promises or commitments have been made to the Class B Parent hereby represents and warrants Executive concerning the amount of dividends or distributions, the percentage of profit or the return on investment, if any, that he might expect to NEP Member that the Class B Parent is duly formed and is validly existing receive as a limited liability company and is in good standing under result owning the Laws shares of Restricted Stock, nor have any representations, promises or commitments been made to the State Executive relating to the repurchase by the Company of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and any shares of record, of all of the issued and outstanding equity interests of the Initial Investor, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement)Restricted Stock upon vesting; and (c) Class B Holdco hereby represents The shares of Restricted Stock shall be held by the Executive for his own account and warrants not for another person and not with a view to NEP Member that Class B Holdco is duly formed and is validly existing as a limited liability company and is in good standing under the Laws resale, distribution, subdivision or fractionalization of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Class B Parent, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); and (d) each Blocker hereby represents and warrants to NEP Member that each such Blocker is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and, collectively with the other Blockers, is the owner, beneficially and of record, of all of the issued and outstanding equity interests of Class B Holdco, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (e) Blocker Parent hereby represents and warrants to NEP Member that Blocker Parent is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited partnership power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of each Blocker, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement)shares.