Common use of Representations, Warranties and Additional Covenants Clause in Contracts

Representations, Warranties and Additional Covenants. Each Equity Holder and each Post-Closing EPi Stockholder hereby represents and warrants that such Equity Holder or Post-Closing EPi Stockholder has the capacity and all necessary power and authority to vote the Equity Interests or shares of EPi Common Stock owned by it, as applicable, and that this Agreement constitutes a legal, valid, and binding obligation of the Equity Holder or Post-Closing EPi Stockholder, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally. Each Equity Holder further agrees that from the date hereof until the Effective Date or until the earlier termination of this Agreement pursuant to Section 7 of this Agreement, such Equity Holder will not sell or otherwise voluntarily dispose of any of the Equity Interests that are owned by such Equity Holder or take any other voluntary action that (i) would have the effect of removing such Equity Holder's obligations under this Agreement with respect to such Equity Holder's Equity Interests or (ii) would be inconsistent with this Agreement; provided, however, that this sentence of Section 8 shall not apply to (i) Paragon Capital, (ii) the HTD Stockholders if this Agreement terminates as to HTD and the HTD Stockholders pursuant to Section 7(b) or (iii) the Gemini Partners if this Agreement terminates as to Gemini and the Gemini Partners pursuant to Section 7(b). EPi, EPi Sub, HTD and Gemini each hereby represents and warrants that it has the capacity and all necessary power and authority to enter into this Agreement, that it has taken all necessary action to enter into and perform its obligations pursuant to this Agreement, and that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally.

Representations, Warranties and Additional Covenants. Each Equity Holder You hereby represent and each Post-Closing EPi Stockholder hereby represents warrant to the Company as of the date hereof that: (a) the execution, delivery and warrants that such Equity Holder or Post-Closing EPi Stockholder has the capacity and all necessary power and authority to vote the Equity Interests or shares performance of EPi Common Stock owned by it, as applicable, and that this Agreement constitutes by you does not and will not conflict with, breach, violate or cause a legaldefault under any contract, agreement, instrument, order, judgment or decree to which you are a party or by which you are bound; (b) you are not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity which would reasonably be expected to in any material way interfere with the performance of this Agreement by you; and (c) assuming the due execution and delivery hereof by the Company, the terms of this Agreement are valid, binding and binding obligation of the Equity Holder or Post-Closing EPi Stockholder, enforceable in accordance with its termsagainst you, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws, other similar laws affecting enforcement creditors’ rights and general principles of creditors rights generallyequity affecting the availability of specific performance and other equitable remedies. Each Equity Holder further agrees that from the date hereof until the Effective Date or until the earlier termination of this Agreement pursuant to Section 7 of this AgreementEXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 11, such Equity Holder will not sell or otherwise voluntarily dispose of any of the Equity Interests that are owned by such Equity Holder or take any other voluntary action that YOU MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR THIS AGREEMENT, INCLUDING ANY (iA) would have the effect of removing such Equity Holder's obligations under this Agreement with respect to such Equity Holder's Equity Interests or WARRANTY OF MERCHANTABILITY; (iiB) would be inconsistent with this AgreementWARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; provided(C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, howeverCOURSE OF DEALING, that this sentence of Section 8 shall not apply to (i) Paragon CapitalCOURSE OF PERFORMANCE, (ii) the HTD Stockholders if this Agreement terminates as to HTD and the HTD Stockholders pursuant to Section 7(b) or (iii) the Gemini Partners if this Agreement terminates as to Gemini and the Gemini Partners pursuant to Section 7(b). EPi, EPi Sub, HTD and Gemini each hereby represents and warrants that it has the capacity and all necessary power and authority to enter into this Agreement, that it has taken all necessary action to enter into and perform its obligations pursuant to this Agreement, and that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generallyUSAGE OF TRADE OR OTHERWISE.

Representations, Warranties and Additional Covenants. Each Equity Holder and each Post-Closing EPi Stockholder hereby represents and warrants that such Equity Holder or Post-Closing EPi Stockholder has the capacity and all necessary power and authority to vote the Equity Interests or shares of EPi Common Stock owned by it, as applicable, and that this Agreement constitutes a legal, valid, and binding obligation of the Equity Holder or Post-Closing EPi Stockholder, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally. Each Equity Holder further agrees that from the date hereof until the Effective Date or until the earlier termination of this Agreement pursuant to Section 7 of this Agreement, such Equity Holder will not sell or otherwise voluntarily dispose of any of the Equity Interests that are owned by such Equity Holder or take any other voluntary action that (i) would have the effect of removing such Equity Holder's obligations under this Agreement with respect to such Equity Holder's Equity Interests or (ii) would be inconsistent with this Agreement; providedPROVIDED, howeverHOWEVER, that this sentence of Section 8 shall not apply to (i) Paragon Capital, (ii) the HTD Stockholders if this Agreement terminates as to HTD and the HTD Stockholders pursuant to Section 7(b) or (iii) the Gemini Partners if this Agreement terminates as to Gemini and the Gemini Partners pursuant to Section 7(b). EPi, EPi Sub, HTD and Gemini each hereby represents and warrants that it has the capacity and all necessary power and authority to enter into this Agreement, that it has taken all necessary action to enter into and perform its obligations pursuant to this Agreement, and that this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws affecting enforcement of creditors rights generally.