Common use of Representations and Warranties of the Issuers and the Guarantors Clause in Contracts

Representations and Warranties of the Issuers and the Guarantors. The Escrow Issuer and upon execution of the Purchase Agreement Joinder, the Partnership, Finance Co and the Guarantors jointly and severally represent and warrant to, and agree with, the Initial Purchasers that: (a) The Preliminary Memorandum does not contain; the Offering Memorandum at the Time of Sale and at the Closing Date; any electronic road show and the Final Memorandum, and any amendment or supplement thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers through ▇▇▇▇▇ Fargo Securities, LLC expressly for use therein, as specified in Section 10. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate. (b) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware

Representations and Warranties of the Issuers and the Guarantors. The Escrow Issuer and upon execution of the Purchase Agreement Joinder, the Partnership, Finance Co Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that: (a) The Preliminary Memorandum does not contain; the Offering Memorandum at the Time of Sale and at the Closing DateDate does not and will not contain; any electronic road show and the Final Memorandum, and any amendment or supplement thereto, thereto does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers through ▇▇▇▇▇ Fargo Securities, LLC the Representative expressly for use therein, as specified in Section 1011. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate. (b) Each of the Partnership and the Operating Partnership Bumble Bee Foods, LLC has been duly formed organized and is validly existing as a limited liability company in good standing as a limited partnership under the Delawarelaws of Delaware and has all limited liability company power and authority necessary to own, lease and operate its properties and to conduct its business as it is currently being conducted and as described in each Memorandum and to enter into and perform its obligations under the Transaction Documents, the Notes and the Guarantees, and to carry out all the terms and provisions hereof and thereof to be carried out by it.