Common use of Holder Representations and Warranties Clause in Contracts

Holder Representations and Warranties. The Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is the sole record and beneficial owner of the Holder Shares and will transfer and deliver to the Company at the Closing valid title to the Holder Shares, free from preemptive or similar rights, taxes, liens, charges and other encumbrances.

Holder Representations and Warranties. The Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is the sole record and beneficial owner of the Holder Shares Convertible Note and will transfer and deliver to the Company at the Closing valid title to the Holder SharesConvertible Note, free from preemptive or similar rights, taxes, any liens, charges and other encumbrances.

Holder Representations and Warranties. The Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is the sole record and beneficial owner of the Holder Shares Prior Instruments and will transfer and deliver to the Company at the Closing valid title to the Holder SharesPrior Instruments, free from preemptive or similar rights, taxes, liens, charges and other encumbrances.

Holder Representations and Warranties. The Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is the sole record and beneficial owner of the Holder Preferred Shares and will transfer and deliver to the Company at the Closing valid title to the Holder Preferred Shares, free from preemptive or similar rights, taxes, liens, charges and other encumbrances. The holder agrees that it will not convert any portion of the Debenture until ninety days from the date it could otherwise do so pursuant to Rule 144 (as defined below).

Holder Representations and Warranties. The Each Holder hereby represents and warrants to the Company that, as of the date hereofhereof and as of the date of the Closing, the such Holder is the sole record and beneficial owner of the Holder such Holder’s Preferred Shares and will transfer and deliver to the Company at the Closing closing of the transactions contemplated hereunder valid title to the Holder such Preferred Shares, free from preemptive or similar rights, any taxes, liens, charges and other encumbrances. Each Holder has the requisite legal capacity, power and authority to enter into and perform all of its obligations under this Agreement.

Holder Representations and Warranties. The Holder hereby represents and warrants to the Company that, as of the date hereof, the Holder is the sole record and beneficial owner of the Holder Shares Prior Instruments and will transfer and deliver to the Company at the Closing valid title to the Holder SharesPrior Instruments, free from preemptive or similar rights, taxes, liensliens (other than Permitted Liens (as defined in the Security Agreement), charges and other encumbrances.