Common use of Representations and Warranties of Optionor Clause in Contracts

Representations and Warranties of Optionor. Optionor represents and warrants to Optionee, as of the date hereof and as of the date of any exercise of the Call Option, that: (a) The Retained Units are duly authorized, validly issued, fully paid and non-assessable units of membership interest of FFPE, LLC. (b) There are no outstanding subscriptions, options, warrants, rights, puts, calls, pre-emptive rights, commitments, conversion rights, rights of exchange, plans, or other agreements of any kind relating to the Retained Units. (c) Optionor is the sole beneficial owner and holder of record of all 18 of the Retained Units. The Retained Units are free and clear of any Encumbrances. The delivery to Optionor of the Unit certificates evidencing the Retained Units, duly endorsed in blank or accompanied by appropriate written instruments of transfer duly executed by Optionor, is sufficient to transfer to Optionee valid title thereto, free and clear of any Encumbrance. (d) Optionor has all necessary corporate power and authority to enter into this Agreement and make any endorsement or execute and deliver any written instrument of transfer necessary to transfer the Retained Units to Optionee. (e) This Agreement has been duly executed and delivered by Optionor and is a valid and binding obligation of Optionor, enforceable against Optionor in accordance with its terms. (f) No consent by any third party or governmental authority is required in connection with the execution or delivery by Optionor of this Agreement or the consummation of the sale of the Retained Units to Optionee contemplated hereunder. The execution and delivery by Optionor of this Agreement and the sale of the Retained Units to Optionee will not conflict with or result in any breach of or constitute a default under any agreement or instrument to which FFPE, LLC or Optionor is a party or by which its or such Optionor's assets are bound.