Common use of Representations and Warranties of Employee Clause in Contracts

Representations and Warranties of Employee. In connection with the issuance of the Employee Units hereunder, Employee represents and warrants to the Company as of the date hereof as follows: (a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement. (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Employee is a party or any judgment, order, or decree to which Employee is subject. (c) As a condition precedent to the issuance of the Employee Units pursuant to this Agreement, Employee shall execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of the Company, the Investor Members or any of the their respective affiliates, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Employee with tax advice regarding the 83(b) Election or any other matter, and the Company and the Investor Members have urged Employee to consult Employee’s own tax advisor with respect to income taxation consequences of purchasing, holding and disposing of the Employee Units; and (z) none of the Company, the Investor Members or any Related Person has advised Employee to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to Employee if the actual fair market value of the Employee Units on the date hereof exceeds the amount specified in the 83(b) Election. (d) None of the Company, the Investor Members or any Related Person has made any representation or warranty, express or implied, as to the future performance of the Company or the present or future value of the Employee Units to be purchased by Employee. Employee further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized as a result of Employee’s purchase of the Employee Units that the Company, the Investor Members or a Related Person shared with Employee (collectively, “Illustrations”), if any, were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person intended for Employee to rely upon such Illustrations in the process of making an investment decision, and (iii) Employee has not relied on such Illustrations in the process of making an investment decision.

Representations and Warranties of Employee. In connection with the issuance of the Employee Units hereunder, Employee represents and warrants to the Company as of the date hereof as follows: (a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement. (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ ' rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Employee is a party or any judgment, order, or decree to which Employee is subject. (c) As a condition precedent to the issuance of the Employee Units pursuant to this Agreement, Employee shall execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of the Company, the Investor Members or any of the their respective affiliates, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Employee with tax advice regarding the 83(b) Election or any other matter, and the Company and the Investor Members have urged Employee to consult Employee’s 's own tax advisor with respect to income taxation consequences of purchasing, holding and disposing of the Employee Units; and (z) none of the Company, the Investor Members or any Related Person has advised Employee to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to Employee if the actual fair market value of the Employee Units on the date hereof exceeds the amount specified in the 83(b) Election. (d) None of the Company, the Investor Members or any Related Person has made any representation or warranty, express or implied, as to the future performance of the Company or the present or future value of the Employee Units to be purchased by Employee. Employee further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized as a result of Employee’s 's purchase of the Employee Units that the Company, the Investor Members or a Related Person shared with Employee (collectively, “Illustrations”), if any, were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person intended for Employee to rely upon such Illustrations in the process of making an investment decision, and (iii) Employee has not relied on such Illustrations in the process of making an investment decision.

Representations and Warranties of Employee. In connection with the issuance of the Employee Units transactions contemplated hereunder, Employee represents and warrants to the Company as of the date hereof as followsthat: (a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement. (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, delivery and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, violate or cause a breach of any agreement, contract, contract or instrument to which Employee is a party or any judgment, order, order or decree to which Employee is subject.; (b) the execution, delivery and performance by Employee of this Agreement and the Stockholders Agreement requires no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except, as applicable, (i) for such filings and approvals as may be required by any applicable state securities “blue sky” laws, (ii) for such as have been obtained and (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not reasonably be expected to materially and adversely affect the ability of Employee to perform its obligations hereunder; (c) As a condition precedent the Shares to the issuance of the be issued to Employee Units pursuant to this AgreementAgreement will be acquired for his or her own account and not with a view to, or intention of, or for sale in connection with, any distribution thereof in violation of applicable federal and state securities laws; (d) Employee shall execute and deliver to is an “Accredited Investor” as such term is defined in Regulation D under the Company Securities Act of 1933, as amended, and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury rules and regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) that the foregoing description Shares issued hereunder were issued in compensatory circumstances to an employee of the tax consequences Company and not for the purpose of capital raising by the Company; (e) Employee’s financial situation is such that Employee can afford to bear the economic risk of his or her investment in the Company for an indefinite period of time, and Employee can afford to suffer the complete loss of Employee’s investment in the Company; (f) Employee’s knowledge and experience in financial and business matters are such that Employee is capable of evaluating the merits and risks of the 83(binvestment in the Company; (g) Election is Employee understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Shares under the applicable laws and the Stockholders Agreement and that for an indefinite period following the date hereof there will be no public market for the Shares and that, accordingly, it may not intended be possible for Employee to be complete andsell the Shares in case of emergency or otherwise; (h) Employee and his or her representatives, among other thingsincluding, does not describe stateto the extent Employee deems appropriate, local or foreign income Employee’s professional, financial, tax and other tax consequences; (y) none of advisors, have reviewed all documents provided to them in connection with the investment in the Company, the Investor Members or any and Employee understands and is aware of the their respective affiliates, officers, employees, agents risks related to such investment; and (i) Employee and his or her representatives (each, a “Related Person”) has provided or is providing Employee with tax advice regarding have been given the 83(b) Election or any other matteropportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Investor Members have urged terms and conditions of the investment in the Company and related matters and to obtain all additional information which Employee to consult or Employee’s own tax advisor with respect to income taxation consequences of purchasing, holding and disposing of the Employee Units; and (z) none of the Company, the Investor Members or any Related Person has advised Employee to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to Employee if the actual fair market value of the Employee Units on the date hereof exceeds the amount specified in the 83(b) Electiondeem necessary. (d) None of the Company, the Investor Members or any Related Person has made any representation or warranty, express or implied, as to the future performance of the Company or the present or future value of the Employee Units to be purchased by Employee. Employee further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized as a result of Employee’s purchase of the Employee Units that the Company, the Investor Members or a Related Person shared with Employee (collectively, “Illustrations”), if any, were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person intended for Employee to rely upon such Illustrations in the process of making an investment decision, and (iii) Employee has not relied on such Illustrations in the process of making an investment decision.

Representations and Warranties of Employee. In connection with the issuance of the Employee Units hereunder, Employee represents and warrants to the Company as of the date hereof as follows: (a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement. (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid Valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Employee is a party or any judgment, order, or decree to which Employee is subject. (c) As a condition precedent to the issuance of the Employee Units pursuant to this Agreement, Employee shall execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of the Company, the Investor Members or any of the their respective affiliates, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Employee with tax advice regarding the 83(b) Election or any other matter, and the Company and the Investor Members have urged Employee to consult Employee’s own tax advisor with respect to income taxation consequences of purchasing, holding and disposing of the Employee Units; and (z) none of the Company, the Investor Members or any Related Person has advised Employee to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to Employee if the actual fair market value of the Employee Units on the date hereof exceeds the amount specified in the 83(b) Election. (d) None of the Company, the Investor Members or any Related Person has made any representation or warranty, express or implied, as to the future performance of the Company or the present or future value of the Employee Units to be purchased by Employee. Employee further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized as a result of Employee’s purchase of the Employee Units that the Company, the Investor Members or a Related Person shared with Employee (collectively, “Illustrations”), if any, were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person intended for Employee to rely upon such Illustrations in the process of making an investment decision, and (iii) Employee has not relied on such Illustrations in the process of making an investment decision.

Representations and Warranties of Employee. In connection with the issuance of the Employee Units hereunder, Employee represents and warrants to the Company as of the date hereof as follows: (a) Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Employee Units. Employee has reviewed, or has had an opportunity to review a copy of the LLC Agreement. (b) Each of this Agreement and the LLC Agreement constitutes the legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement and the LLC Agreement by Employee does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which Employee is a party or any judgment, order, or decree to which Employee is subject. (c) As a condition precedent to the issuance of the Employee Units pursuant to this Agreement, Employee shall execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). Employee understands that under Section 83(b) of the Code, the Treasury regulations promulgated thereunder, and certain IRS administrative announcements (including Revenue Procedures 93-27 and 2001-43), in the absence of an effective election under Section 83(b83 (b) of the Code, the excess of the fair market value of the Employee Units on the date on which any forfeiture restrictions applicable to such Employee Units lapse over the price paid for such units is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the restrictions on transferability, the repurchase and forfeiture provisions and the vesting conditions imposed under Section 5 and Section 6 hereof. Employee understands that (i) in making the 83(b83 (b) Election, Employee may be taxed at the time the Employee Units are acquired hereunder to the extent the fair market value of the Employee Units exceeds the purchase price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days after the date upon which the Employee Units were issued to Employee hereunder. Employee hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of the Company, the Investor Members or any of the their respective affiliates, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing Employee with tax advice regarding the 83(b) Election or any other matter, and the Company and the Investor Members have urged Employee to consult Employee’s own tax advisor with respect to income taxation consequences of purchasing, holding and disposing of the Employee Units; and (z) none of the Company, the Investor Members or any Related Person has advised Employee to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to Employee if the actual fair market value of the Employee Units on the date hereof exceeds the amount specified in the 83(b) Election. (d) None of the Company, the Investor Members or any Related Person has made any representation or warranty, express or implied, as to the future performance of the Company or the present or future value of the Employee Units to be purchased by Employee. Employee further acknowledges that: (i) all forecasts, projections or illustrations of amounts that might be realized as a result of Employee’s purchase of the Employee Units that the Company, the Investor Members or a Related Person shared with Employee (collectively, “Illustrations”), if any, were purely hypothetical; (ii) none of the Company, the Investor Members or any Related Person intended for Employee to rely upon such Illustrations in the process of making an investment decision, and (iii) Employee has not relied on such Illustrations in the process of making an investment decision.