Common use of Power and Authority to Transfer Clause in Contracts

Power and Authority to Transfer. The Seller (i) is the sole record and beneficial owner of the Shares, and (ii) has the full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver all right, title and interest to the Shares free and clear of all liens or encumbrances to the Buyer. All action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement, the sale of the Shares and the performance of all of the Seller’s obligations hereunder has been taken. This Agreement, when executed and delivered by the Seller, shall constitute a valid and binding obligation of the Seller.