Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. 5.1. The Company hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date, as follows: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. The Company hereby represents and warrants to the Seller that as of the Closing Date all necessary filings with the Securities and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States. 5.2. The Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller under this Agreement will be owned by Seller free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement