Representations and Covenants of the Trust. The Trust hereby represents and warrants as follows: (a) As of the Closing Date, the Trust will be the sole owner of the Redeemed Shares, and that each of the Redeemed Shares will be free and clear of liens, encumbrances, claims of others and transfer restrictions of any kind with the exception of any restrictive legend placed on the certificate(s); (b) The Trust has full power and authority to sell the Redeemed Shares to the Company in accordance with the provisions hereof; (c) This Agreement is the valid and binding obligation of the Trust enforceable in accordance with its terms, and the execution and performance of this Agreement by the Trust will not result in any violation of or be in conflict with or constitute a default under any contract, agreement, instrument, judgment, decree or other indenture to which the Trust is a party or by which the Trust otherwise is bound; (d) No person, corporation or other entity has, nor as a result of the transactions contemplated hereby will have, any right, interest, or valid claim against the Trust, the Company or any other person, for any commission, fee or other compensation as a finder or broker or in any similar capacity arising out of any action taken by the Trust; and (e) The Trust has had access to all information it desires concerning the Company and its subsidiaries and operations, and has had the opportunity to ask such questions of officers of the Company as the Trust has deemed necessary or appropriate in order to enable the Trust to determine whether to authorize the sale of the Redeemed Shares on the terms herein specified. The Trust has reviewed all information it deems material to making its decision to sell the Redeemed Shares hereunder.
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Samples: Stock Purchase Agreement (Nina Mason Pulliam Charitable Trust), Stock Purchase Agreement (Russell Frank E)
Representations and Covenants of the Trust. The Trust hereby represents and warrants as follows:
(a) As of the Closing Date, the Trust will be the sole owner of the Redeemed Shares, and that each of the Redeemed Shares will be free and clear of liens, encumbrances, claims of others and transfer restrictions of any kind with the exception of any restrictive legend placed on the certificate(s);; 2
(b) The Trust has full power and authority to sell the Redeemed Shares to the Company in accordance with the provisions provision hereof;
(c) This Agreement is the valid and binding obligation of the Trust enforceable in accordance with its terms, and the execution and performance of this Agreement by the Trust will not result in any violation of or be in conflict with or constitute a default under any contract, agreement, instrument, judgment, decree or other indenture to which the Trust is a party or by which the Trust otherwise is bound;
(d) No person, corporation or other entity has, nor as a result of the transactions contemplated hereby will have, any right, interest, or valid claim against the Trust, the Company or any other person, for any commission, fee or other compensation as a finder or broker or in any similar capacity arising out of any action taken by the Trust; and
(e) The Trust has had access to all information it desires concerning the Company and its subsidiaries and operations, and has had the opportunity to ask such questions of officers of the Company as the Trust has deemed necessary or appropriate in order to enable the Trust to determine whether to authorize the sale of the Redeemed Shares on the terms herein specified. The Trust has reviewed all information it deems material to making its decision to sell the Redeemed Shares hereunder.
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Representations and Covenants of the Trust. The Trust hereby represents and warrants as followsfollows as of each Closing Date:
(a) As of the Closing Date, the The Trust will be the sole owner of the Redeemed Shares, and that each of the Redeemed Shares will be free and clear of liens, encumbrances, claims of others and transfer restrictions of any kind with the exception of any restrictive legend placed on the certificate(s);
(b) The Trust has full power and authority to sell the Redeemed Shares to the Company in accordance with the provisions hereof;
(c) This Agreement is the valid and binding obligation of the Trust enforceable in accordance with its terms, and the execution and performance of this Agreement by the Trust will not result in any violation of or be in conflict with or constitute a default under any contract, agreement, instrument, judgment, decree or other indenture to which the Trust is a party or by which the Trust otherwise is bound;
(d) No person, corporation or other entity has, nor as a result of the transactions contemplated hereby will have, any right, interest, or valid claim against the Trust, the Company or any other person, for any commission, fee or other compensation as a finder or broker or in any similar capacity arising out of any action taken by the Trust; and
(e) The Trust has had access to all information it desires concerning the Company and its subsidiaries and operations, and has had the opportunity to ask such questions of officers of the Company as the Trust has deemed necessary or appropriate in order to enable the Trust to determine whether to authorize the sale of the Redeemed Shares on the terms herein specified. The Trust has reviewed all information it deems material to making its decision to sell the Redeemed Shares hereunder.
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