Common use of Representations and Warranties of Principal Clause in Contracts

Representations and Warranties of Principal. Principal represents and warrants to Purchaser that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Principal has the power and authority to execute, deliver and perform such Principal’s obligations under this Agreement and to sell, assign, transfer and deliver to Purchaser the Principal Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Principal of this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by Principal will violate or result in a breach of any term or provision of any agreement to which Principal is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of Principal under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Principal or any properties or assets of Principal. (c) This Agreement has been duly and validly executed by Principal, and constitutes the valid and binding obligation of Principal, enforceable against Principal in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) The Principal Shares are owned beneficially and of record by Principal and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. Principal owns the Principal Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Principal Shares to Purchaser, Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. There are no agreements relating to the voting, purchase or sale of capital stock between or among Principal and any third party. Principal is not a party to any option, warrant, purchase right, or other contract or commitment that could require Principal to sell, transfer, or otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement). Principal is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

Representations and Warranties of Principal. Principal represents and warrants to Purchaser that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Principal has the power and authority to execute, deliver and perform such Principal’s obligations under this Agreement and to sell, assign, transfer and deliver to Purchaser the Principal Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Principal of this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by Principal will violate or result in a breach of any term or provision of any agreement to which Principal is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of Principal under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Principal or any properties or assets of Principal. (c) This Agreement has been duly and validly executed by Principal, and constitutes the valid and binding obligation of Principal, enforceable against Principal in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' ’ rights generally or by limitations, on the availability of equitable remedies. (d) The Principal Shares are owned beneficially and of record by Principal and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. Principal owns the Principal Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Principal Shares to Purchaser, Purchaser will acquire good, valid and marketable title thereto free and clear of all Liens. There are no agreements relating to the voting, purchase or sale of capital stock between or among Principal and any third party. Principal is not a party to any option, warrant, purchase right, or other contract or commitment that could require Principal to sell, transfer, or otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement). Principal is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

Representations and Warranties of Principal. Principal represents and warrants to Purchaser Purchasers that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4). (a) Principal has the power and authority to execute, deliver and perform such Principal’s obligations under this Agreement and to sell, assign, transfer and deliver to Purchaser Purchasers the Principal Shares as contemplated hereby. No permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by Principal of this Agreement and the consummation of the transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by Principal will violate or result in a breach of any term or provision of any agreement to which Principal is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of Principal under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Principal or any properties or assets of Principal. (c) This Agreement has been duly and validly executed by Principal, and constitutes the valid and binding obligation of Principal, enforceable against Principal in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies. (d) The Principal Shares are owned beneficially and of record by Principal and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof. Principal owns the Principal Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”), and upon delivery of the Principal Shares to PurchaserPurchasers, Purchaser Purchasers will acquire good, valid and marketable title thereto free and clear of all Liens. There are no agreements relating to the voting, purchase or sale of capital stock between or among Principal and any third party. Principal is not a party to any option, warrant, purchase right, or other contract or commitment that could require Principal to sell, transfer, or otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement). Principal is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.