Representations and Warranties of Sellers and Buyer. Each Seller represents and warrants to the Company that (a) Seller is the sole beneficial owner of the shares of Common Stock set forth on Annex A next to its name (“Owned Shares”); (b) other than Sellers, no person has a right to acquire or direct the disposition of, or holds a proxy or other right to vote or direct the vote of, any of the Shares; (c) Seller has good and valid title to the Owned Shares, free and clear of any Encumbrances; (d) the sale by Seller of the Owned Shares against receipt of payment to Seller under this Agreement will transfer to the Company good and valid title to the Owned Shares, free and clear of all Encumbrances; (e) Seller is not insolvent and will not be rendered insolvent by reason of the sale by Seller of the Owned Shares; and (f) this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. The Company represents and warrants to Sellers that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
Representations and Warranties of Sellers and Buyer
