Am I required to provide customary representations and warranties to Hydrodog if they exercise their right of first refusal to purchase my Hydrodog business?

If you (or any of your owners) at any time determine to sell, assign or transfer for consideration an interest in this Agreement and your HydroDog Business or an ownership interest in you, you (or such owner) agree to obtain a bona fide, executed written offer and earnest money deposit (in the amount of five percent (5%) or more of the offering price) from a responsible and fully disclosed offeror (including lists of the owners of record and all beneficial owners of any corporate or limited liability company offeror and all general and limited partners of any partnership offeror) and immediately submit to us a true and complete copy of such offer, which includes details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price.

To be a valid, bona fide offer, the proposed purchase price must be denominated in a dollar amount and must represent the actual consideration being paid for the interest being transferred, without any allocation of value to other assets or rights not covered by this right of first refusal.

The offer must apply only to an interest in you or in this Agreement and your HydroDog Business and may not include an offer to purchase any of your (or your owners') other property or rights.

However, if the offeror proposes to buy any other property or rights from you (or your owners) under a separate, contemporaneous offer, such separate, contemporaneous offer must be disclosed to us, and the price and terms of purchase offered to you (or your owners) for the interest in you or in this Agreement and your HydroDog Business must reflect the bona fide price offered and not reflect any value for any other property or rights.

We have the right, exercisable by written notice delivered to you or your selling owner(s) within thirty (30) days from the date of the delivery to us of both an exact copy of such offer and all other information we request, to purchase such interest for the price and on the terms and conditions contained in such offer, provided that:

• (a) we may substitute cash for any form of payment proposed in such offer (with a discounted amount if an interest rate will be charged on any deferred payments);

• (b) our credit will be deemed equal to the credit of any proposed purchaser;

• (c) we will have not less than sixty (60) days after giving notice of our election to purchase to prepare for closing; and

• (d) we are entitled to receive, and you and your owners agree to make, all customary representations and warranties given by the seller of the assets of a business or the capital stock of an incorporated business, as applicable, including, without limitation, representations and warranties as to:

• (i) ownership and condition of and title to stock or other forms of ownership interest and/or assets;

• (ii) liens and encumbrances relating to the stock or other ownership interest and/or assets; and

• (iii) validity of contracts and the liabilities, contingent or otherwise, of the corporation whose stock is being purchased.

Source: Item 23 — RECEIPTS (FDD pages 43–166)