Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to, and agrees with, each Underwriter that:
(a) This Agreement has been duly authorized, executed and delivered by the Forward Seller.
(b) The Forward Sale Agreement entered into by the Forward Seller or its affiliate as Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery thereof by the Company, constitutes a valid and binding agreement, enforceable against the Forward Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors’ rights and to general equity principles.
(c) The Forward Seller will, at the Time of Delivery, have the free and full right, power and authority to transfer any Borrowed Shares to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters will have the free and full right, power and authority to transfer any such Borrowed Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
(d) The Forward Seller represents and warrants to, and agrees with, each Underwriter that it is acting solely as an agent for the Forward Purchaser in connection with the transactions contemplated hereby.
Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to each Underwriter that:
Representations and Warranties of the Forward Seller. The Forward Seller severally represents and warrants to, and agrees with, the Agent that:
(a) This Agreement has been duly authorized, executed and delivered by the Forward Seller, and the Forward Seller will have full right, power and authority to sell, transfer and deliver the Forward Hedge Shares.
Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to, and agrees with, the several Underwriters and the Company, as of the Closing Date and any Additional Closing Date (in the case of a sale by the Forward Seller to the Underwriters of any Borrowed Option Shares), that:
Representations and Warranties of the Forward Seller. The Forward Seller severally represents and warrants to, and agrees with, each Underwriter with respect to clauses (a) through (d) of this Section 3B, and warrants to, and agrees with, the Company with respect to clauses (a) and (d) of this Section 3B, that:
Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to, and agrees with, each Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Time that:
Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to, and agrees with, each Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Time that:
