REPRESENTATIONS AND WARRANTIES OF COOPXX. The Purchaser represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF COOPXX. Xoopxx xxxeby represents, warrants and agrees with the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF COOPXX. Xxopxx xxxresents and warrants (which representations and warranties survive closing) that Coopxx (x) was the owner (beneficial or otherwise) of the Transferred Shares prior to the purchase of the Transferred Shares by Rychxx, xxd that the Transferred Shares were transferred to Rychxx, xxd, the Delayed Shares if transferred to Rychxx, xxll be transferred free and clear of any liens, encumbrances or security interests of any kind; (ii) is the owner (beneficial or otherwise) of the Delayed Shares and the Retained Shares, which as of the date hereof are free and clear of any liens, encumbrances or security interests of any kind (other than the Escrow); (iii) does not own (beneficially or otherwise) any shares of capital stock of the Corporation other than the Retained Shares; and (iv) has absolute and unrestricted power, capacity and authority to make enter into and perform the obligations imposed pursuant to the terms of this Agreement.
