Common use of CHI Clause in Contracts

CHI. Samstock and ZFT jointly and severally represent and warrant to the Company as follows: (a) Each of CHI, Samstock and ZFT is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Alpha is a validly existing partnership under the laws of Illinois. Each of CHI, Samstock, ZFT and Alpha has the power and authority to enter into this Agreement and perform its respective obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by CHI, Samstock, ZFT and Alpha and constitutes the legal, valid and binding agreement of CHI, Samstock, ZFT and Alpha, enforceable against them in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any agreement or instrument to which CHI, Samstock, ZFT or Alpha is bound or by which it is affected or of any charter documents of CHI, Samstock, ZFT or Alpha. (d) As of the date hereof, no shares of Common Stock are currently beneficially owned by any member of the ▇▇▇▇ Group (other than Handy, FPH Trustee and MelChart and their respective affiliates), except for those shares of Common Stock originally acquired by CHI pursuant to the Stock Purchase and Sale Agreement and set forth on EXHIBIT A hereto (exclusive of any options granted by the Company).

CHI. Samstock and ZFT jointly and severally represent and warrant to the Company as follows: (a) Each of CHI, Samstock and ZFT is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Alpha is a validly existing partnership under the laws of Illinois. Each of CHI, Samstock, ZFT and Alpha has the power and authority to enter into this Agreement and perform its respective obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by CHI, Samstock, ZFT and Alpha and constitutes the legal, valid and binding agreement of CHI, Samstock, ZFT and Alpha, enforceable against them in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any agreement or instrument to which CHI, Samstock, ZFT or Alpha is bound or by which it is affected or of any charter documents of CHI, Samstock, ZFT or Alpha. (d) As of the date hereof, no shares of Common Stock are currently beneficially owned by any member of the Zell ▇▇▇▇ Group up (other than Handy, FPH Trustee Trustee, Saltsman, Gaffney, MelChart and MelChart Rive▇▇ and their respective affiliates), except for those shares of Common Stock originally acquired by CHI pursuant to the Stock Purchase and Sale Agreement and set forth on EXHIBIT Exhibit A hereto (exclusive of any options granted by the Company).