Common use of Executive’s Representations and Warranties Clause in Contracts

Executive’s Representations and Warranties. In connection with the grant of the Units hereunder, Executive hereby represents and warrants to the Partnership that: (i) Executive is acquiring the Units for Executive’s own account with the present intention of holding such Securities for investment purposes and that Executive has no intention of selling such Securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Executive acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to Executive in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained herein. (ii) The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Executive, or (B) any contract to which Executive is a party or by which Executive or any of Executive’s properties or assets may be bound or affected. (iii) Executive is an employee of the Partnership Group. (iv) Executive has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by Executive hereunder and has had full access to such other information concerning the Partnership Group as Executive may have requested in making Executive’s decision to invest in the Units being issued hereunder. (v) Executive acknowledges that the Units are subject to the terms and restrictions contained in the Partnership Agreement, and Executive has received and reviewed a copy of the Partnership Agreement. (vi) Executive will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by Executive or subsequent holders of Units will be in compliance with the provisions of this Agreement and the Partnership Agreement. (vii) Executive has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance by Executive of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Executive is a party have been duly authorized by Executive. (viii) Executive has only relied on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire the Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which may have been made or given by any other Person (including all Persons acquiring Units on the Grant Date) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Units. (ix) Executive is not acquiring the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in Securities generally.

Executive’s Representations and Warranties. In connection with the grant of the Units hereunder, Executive hereby represents and warrants to the Partnership thatOMX as follows: (ia) Executive is acquiring under no contractual confidentiality, non-compete or non-solicitation agreement or other substantially similar restriction with any third party, which is inconsistent with Executive becoming employed with or by OMX, the Units for performance of Executive’s own account with the present intention of holding such Securities for investment purposes and that Executive has no intention of selling such Securities in a public distribution in violation of the federal securities laws duties owed to OMX, or any applicable state or foreign securities laws. Executive acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to Executive in reliance on exemptions from the registration requirements other rights of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained hereinOMX. (iib) The executionNeither OMX nor any of its affiliates nor any of their respective officers, delivery and performance by directors, employees, agents or representatives has requested that Executive of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with communicate or without the giving of noticeotherwise make available to any such parties at any time any proprietary information, the lapse of timedata, trade secrets, or bothother confidential information belonging to Executive’s former employers or others. (c) result OMX has instructed Executive not to duplicate, reproduce or in a violation any way take with Executive from Executive’s former employer or breach ofelsewhere any proprietary information, conflict withdata, cause increased liability trade secrets or feesother confidential information belonging to Executive’s former employer or others. (d) Executive has not duplicated, reproduced or in any way taken from Executive’s former employer or elsewhere any proprietary information, data, trade secrets, or require approval, consent or authorization under (A) any law, rule or regulation applicable other confidential information belonging to Executive’s former employer or others, and Executive does not currently have in Executive’s possession, custody or control any such information. (e) Executive has not made available to OMX any proprietary information, data, trade secrets, or other confidential information belonging to Executive’s former employer or others, and shall not disclose or use for or to the benefit of OMX any such information. (Bf) Neither OMX nor any contract to which of its affiliates nor any of their respective officers, directors, employees, agents or representatives has requested that Executive is solicit or otherwise recruit for employment with OMX any person who was a party co-employee of Executive at Executive’s former employer. (g) Executive has not solicited or by which otherwise recruited for employment with OMX any person who was a co-employee of Executive or any at Executive’s former employer. EXECUTIVE HAS READ THIS AGREEMENT and signs it with the understanding that the terms contained herein are a condition of Executive’s properties or assets may be bound or affected. employment with OFFICEMAX and (iii1) Executive is an employee of the Partnership Group. (iv) Executive has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by Executive hereunder and has had full access to such other information concerning the Partnership Group as Executive may have requested in making control Executive’s decision to invest in the Units being issued hereunder. use of certain information and know-how during and after his employment with OFFICEMAX, (v2) Executive acknowledges that the Units are subject to the terms and restrictions contained in the Partnership Agreementrestrict Executive’s employment opportunities upon termination of his employment with OFFICEMAX, and Executive has received and reviewed a copy of the Partnership Agreement. (vi3) Executive will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by Executive or subsequent holders of Units will be in compliance with the provisions of this Agreement and the Partnership Agreement. (vii) Executive has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance by Executive of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Executive is a party have been duly authorized by Executive. (viii) Executive has only relied on the advice of, or has consulted with, restrict Executive’s own legalability to solicit customers, financial employees and tax advisors, and the determination suppliers of Executive to acquire the Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which may have been made or given by any other Person (including all Persons acquiring Units on the Grant Date) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of UnitsOFFICEMAX. (ix) Executive is not acquiring the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection with investments in Securities generally.

Executive’s Representations and Warranties. In connection with the grant of the Units hereunder, Each Executive hereby represents and warrants to and covenants and agrees with the Partnership Company that: (ia) such Executive is acquiring the Units Shares issued hereunder or acquired pursuant hereto for Executive’s his or her own account with the present intention of holding such Securities securities for investment purposes and that Executive he or she has no intention of selling such Securities securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Executive acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to Executive in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Executive’s representations and agreements contained herein.; (iib) The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Executive, or (B) any contract to which Executive is a party or by which Executive or any of Executive’s properties or assets may be bound or affected. (iii) Executive is an employee of the Partnership Group. (iv) such Executive has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by Executive securities issued hereunder and has had full access to such other information concerning the Partnership Group Company as such Executive may have requested and that in making Executive’s his or her decision to invest in the Units securities being issued hereunder. (v) Executive acknowledges that the Units are subject to the terms and restrictions contained hereunder he or she is not in the Partnership Agreement, and Executive has received and reviewed a copy of the Partnership Agreement. (vi) Executive will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by Executive or subsequent holders of Units will be in compliance with the provisions of this Agreement and the Partnership Agreement. (vii) Executive has all requisite legal capacity and authority to carry out the transactions contemplated by this Agreement and the Partnership Agreement, and the execution, delivery and performance by Executive of this Agreement and the Partnership Agreement and all other agreements contemplated hereby and thereby to which Executive is a party have been duly authorized by Executive. (viii) Executive has only relied way relying on the advice of, or has consulted with, Executive’s own legal, financial and tax advisors, and the determination of Executive to acquire the Units pursuant to this Agreement has been made by Executive independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Partnership Group which may have been made or given by any other Person (including all Persons acquiring Units on the Grant Date) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Units.invest in the securities; (ixc) such Executive (i) is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended or (ii) by reason of his or her business and financial experience, and the business and financial experience of those retained by him or her to advise him or her with respect to his or her investment in the securities being issued hereunder, he or she, together with such advisors, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of his or her prospective investment in such securities, is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment; (d) such Executive (i) understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) understands that the Shares are not transferable, and (iii) is able to bear the economic risk and lack of liquidity inherent in holding the Shares; and (e) such Executive's execution, delivery and performance of this Agreement does not and shall not conflict with, or result in the breach of or violation of, any other agreement, instrument, order, judgment or decree to which such Executive is a party or by which such Executive is bound, such Executive is not acquiring a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any person or entity other than the Units as a result Company, and upon the execution and delivery of or subsequent to any advertisementthis Agreement, articlethis Agreement shall be the valid and binding obligation of such Executive, notice or other communication published enforceable in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting, or any solicitation of a subscription by a Person not previously known to Executive in connection accordance with investments in Securities generallyits terms.