Certain Representations and Acknowledgements Sample Clauses

Certain Representations and Acknowledgements. Each party hereto represents and warrants to and agrees with each other party that (a) this Agreement has been duly authorized, executed and delivered by such party and constitutes the valid and binding obligation of such party, enforceable in accordance with its terms, (b) the execution and delivery of this Agreement by such party and the performance of, or the compliance with, the obligations of such party hereunder do not and will not violate, conflict with or result in a breach of or default under (with or without the giving of notice or passage of time) any agreement or other instrument applicable to such party or by which its assets are bound and (c) such party has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. No Stockholder shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. Each Stockholder represents and warrants to the other parties to this Agreement that as of the date of this Agreement, such Stockholder is the record owner of the number of shares of Common Stock set forth opposite its name on Schedule I or Schedule II (as applicable), free and clear of all liens and encumbrances. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto or constitute any such party’s membership in a joint venture or other association.