Common use of REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows: a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. b. This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and constitutes the legal, valid and binding obligation of each of Purchaser and Merger Sub, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other form of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. c. Neither the execution and delivery of this Agreement nor the consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which each of Purchaser and Merger Sub is not a party or bound. The consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to either Purchaser or Merger Sub, except for any necessary filing under the HSR Act, any pre-merger notification with the German Federal Cartel Office or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub herebyhereby represents and warrants to the Shareholders, jointly and severally, represents and warrants to each Stockholder as follows: a. (a) Each of Purchaser and Merger Sub is a corporation duly organized, organized and validly existing and in good standing under the laws of the United KingdomState of New Jersey and the State of Minnesota, respectively, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, hereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. b. (b) This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and, assuming due and valid authorization, execution and delivery thereof by a Shareholder, constitutes the legal, valid and binding obligation of each of Purchaser and Merger Sub, enforceable by such Shareholder against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other form forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. c. (c) Neither the execution and delivery of this Agreement nor the consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will result in a violation of, or constitute (with or without due notice or lapse of time or both) a default under, or conflict with, or give rise to any right of termination, cancellation or acceleration under any material contract, trust, commitmentnote, agreementbond, understanding mortgage, indenture, license, agreement or arrangement contractual restriction or obligation of any kind to which each Purchaser and Merger Sub is a party which, singularly or in the aggregate, would prevent or adversely affect the ability of Purchaser and Merger Sub is not a party or boundto perform its obligations under this Agreement. The consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby will not violate, or require any consent, approval, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to either Purchaser and Merger Sub which, singularly or in the aggregate, would prevent or materially adversely affect the ability of Purchaser and Merger Sub, except for any necessary filing Sub to perform its obligations under the HSR Act, any pre-merger notification with the German Federal Cartel Office or state takeover lawsthis Agreement.

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub represent and warrant to the Stockholders, as of the date hereof and as of the Closing, as follows: (a) Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows: a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State their respective jurisdictions of Delawareincorporation, has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. b. (b) This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and, assuming the due authorization, execution and constitutes delivery of this Agreement by the legalCompany and the Stockholders, is a valid and binding obligation of each of Purchaser and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally generally; and (ii) the availability general principles of the remedy equity (regardless of specific performance whether such enforceability is considered in a proceeding in equity or injunctive or other form of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtat law). c. (c) Neither the execution and delivery of this Agreement nor the consummation performance by each of Purchaser and Merger Sub of the transactions contemplated hereby their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement (i) their respective (d) Neither the execution and delivery of any kind to which each of Purchaser and Merger Sub is not a party or bound. The consummation this Agreement nor the performance by each of Purchaser and Merger Sub of the transactions contemplated hereby their respective obligations hereunder will not violate, violate any Law applicable to Purchaser or Merger Sub or require any order, consent, approvalauthorization or approval of, filing or registration with, or declaration or notice under to, any provision court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the HSR Act or the federal securities laws. (e) Any Shares acquired upon exercise of any judgment, order, decree, statute, law, rule or regulation applicable to either Purchaser the Purchase Option (as defined below) will be acquired for Purchaser's or Merger Sub's own account, except for investment purposes only and will not be, and the Purchase Option is not being, acquired by Purchaser and Merger Sub with a view to public distribution thereof in violation of any necessary filing under applicable provisions of the HSR Securities Act, any pre-merger notification with the German Federal Cartel Office or state takeover laws.

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub represent and warrant to the Stockholders, as of the date hereof and as of the Closing, as follows: (a) Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows: a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State their respective jurisdictions of Delawareincorporation, has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. b. (b) This Agreement has been duly authorized, executed and delivered by each of Purchaser and Merger Sub and, assuming the due authorization, execution and constitutes delivery of this Agreement by the legalCompany and the Stockholders, is a valid and binding obligation of each of Purchaser and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting the enforcement of creditors' rights generally generally; and (ii) the availability general principles of the remedy equity (regardless of specific performance whether such enforceability is considered in a proceeding in equity or injunctive or other form of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtat law). c. (c) Neither the execution and delivery of this Agreement nor the performance by Purchaser and Merger Sub of their respective obligations hereunder will conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration under, (i) their respective certificates of incorporation or bylaws, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Purchaser or Merger Sub is a party or by which Purchaser or Merger Sub is bound or (iii) any judgment, writ, decree, order or ruling applicable to Purchaser or Merger Sub; except in the case of clauses (ii) and (iii) for conflicts, violations, breaches or defaults that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the consummation by each of Purchaser and or Merger Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement hereby. (d) Neither the execution and delivery of any kind to which each of Purchaser and Merger Sub is not a party or bound. The consummation this Agreement nor the performance by each of Purchaser and Merger Sub of the transactions contemplated hereby their respective obligations hereunder will not violate, violate any Law applicable to Purchaser or Merger Sub or require any order, consent, approvalauthorization or approval of, filing or registration with, or declaration or notice under to, any provision court, administrative agency or other governmental body or authority, other than any required notices or filings pursuant to the HSR Act or the federal securities laws. (e) Any Shares acquired upon exercise of any judgment, order, decree, statute, law, rule or regulation applicable to either Purchaser the Purchase Option (as defined below) will be acquired for Purchaser's or Merger Sub's own account, except for investment purposes only and will not be, and the Purchase Option is not being, acquired by Purchaser and Merger Sub with a view to public distribution thereof in violation of any necessary filing under applicable provisions of the HSR Securities Act, any pre-merger notification with the German Federal Cartel Office or state takeover laws.