GM's Representations and Warranties. In addition to GM's representations and warranties in Section 7.6.1 (Environmental Permits), GM represents and warrants that, as of the date of this Agreement:
GM's Representations and Warranties. GMS hereby represents and warrants to Xxxxxxxxx as of the date hereof and as of each closing, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, GMS or its applicable designees will have all rights, title and interest in and to the shares being sold, (b) any shares sold by GMS and its designees under this Agreement will be owned by GMS or its applicable designee free and clear of all liens and encumbrances, and upon receipt of such shares the purchaser of such shares will have all rights, title and interest in and to such shares, (c) this Agreement has been validly authorized, executed and delivered by GMS and, assuming the due authorization, execution and delivery thereof by Xxxxxxxxx, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and (d) the execution, delivery and performance of this Agreement by GMS does not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which GMS is a party which would prevent GMS from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which GMS is subject. For the avoidance of doubt, GMS’s does not represent or warrant whether or not the disclosure made by Vector in connection with the transactions contemplated by this Agreement are sufficient or otherwise in compliance with applicable laws, rules and regulations.
