material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i), (ii) and (iii), as would not reasonably be expected to have a material adverse effect on the business, management, financial position or results of operations of the Company and its subsidiaries, taken as a whole or the ability of the Company to consummate the transactions contemplated by this Agreement.
3.Sellers Representations. In connection with the transactions contemplated hereby, each of the Sellers, severally and not jointly, represents and warrants to the Company and Opco as of the Initial Closing Date and each Option Closing Date that:
(a)All consents, approvals, authorizations and orders necessary for the execution and delivery by such Seller of this Agreement and for the redemption and delivery or cancellation, as the case may be, of the applicable Redeemed Opco LLC Interests to be sold or cancelled by such Seller hereunder, have been obtained, except where the failure to obtain any such consent, approval, authorization or order would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement; and such Seller has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver or cancel, as the case may be, the applicable Redeemed Opco LLC Interests to be redeemed or cancelled by such Seller hereunder.
(b)This Agreement has been duly authorized, executed and delivered by such Seller.
(c)The redemption of the applicable Redeemed Opco LLC Interests of such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, material mortgage, material deed of trust, material loan agreement or other material agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such Seller is subject, (ii) violate any provision of organizational documents of such Seller, if applicable or (iii) violate any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or any of its properties; except, in the case of clauses (i), (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect the ability of such Seller to consummate the transactions contemplated by this Agreement.
(d)Immediately prior to the delivery or cancellation, as the case may be, of the applicable Redeemed Opco LLC Interests to Opco at the Initial Closing or Option Closing, as applicable, such Seller holds and will hold valid title to the applicable Redeemed Opco LLC Interests, and holds and will hold such applicable Redeemed Opco LLC Interests free and clear of all liens, encumbrances, equities or claims, except for any encumbrances (i) imposed under