Common use of Representations and Warranties of the Forward Seller Clause in Contracts

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, to the Underwriter and agrees with, each Underwriter thatthe Company as of the date hereof and as of the applicable Closing Date as follows: (a) This Agreement has been duly authorized, executed and delivered by the Forward Seller, and, as of the applicable Closing Date, the Forward Seller will have the full right, power and authority to sell, transfer and deliver the Forward Underwritten Shares or the Forward Option Shares, as the case may be, that it is required to sell, transfer and deliver to the extent that it is required to transfer such Forward Underwritten Shares or such Forward Option Shares, as applicable, hereunder. (b) The Forward Sale Agreement entered into by the it (as Forward Seller Purchaser) or its affiliate as affiliated Forward Purchaser has been been, and any Additional Forward Sale Agreement entered into by it (as Forward Purchaser) or its affiliated Forward Purchaser will be, duly authorized, executed and delivered by the such Forward Purchaser andPurchaser, and assuming due authorization, execution and delivery thereof of the Forward Sale Agreement or any Additional Forward Sale Agreement, as the case may be, by the Company, constitutes the Forward Sale Agreement and any Additional Forward Sale Agreement, will constitute a valid and binding agreementagreement of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, subject, except as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or effecting creditors’ rights and to general equity principlesenforceability may be limited by the Enforceability Exceptions. (c) The Forward Seller willSeller, at the Time of Deliveryapplicable Closing Date, will have the free and full right, power and authority unqualified right to transfer any Borrowed the number of Forward Underwritten Shares or Forward Option Shares, as the case may be, that it is required to deliver to the extent that it is required to transfer such Borrowed Forward Underwritten Shares or Forward Option Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party; and upon delivery of such Borrowed Forward Underwritten Shares or Forward Option Shares, as applicable, and payment of the purchase price therefor therefor, as herein contemplated, assuming each of the Underwriters Underwriter has no notice of any adverse claim, each of the Underwriters Underwriter will have the free and full right, power and authority unqualified right to transfer any such Borrowed Forward Underwritten Shares or Forward Option Shares, as applicable, purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party. (d) The Forward Seller represents and warrants to, and agrees with, each Underwriter that it is acting solely as an agent for the its affiliated Forward Purchaser in connection with the transactions contemplated hereby.

Representations and Warranties of the Forward Seller. The Forward Seller represents and warrants to, and agrees with, each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Date and at each Subsequent Closing Date, if any, such Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Underwritten Shares or the Borrowed Option Shares, as the case may be, to the extent that it is required to transfer such Borrowed Shares hereunder. (b) The Forward Sale Agreement entered into by the has been, and each Additional Forward Seller or its affiliate as Forward Purchaser has been Sale Agreement, if any, will be, duly authorized, executed and delivered by the Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery thereof by the Company, constitutes a valid and binding agreementagreement of such Forward Purchaser, enforceable against the such Forward Purchaser in accordance with its terms, subject, as except to enforcement, to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or effecting affecting creditors’ rights generally and to by general principles of equity principles(regardless of whether enforceability is considered in a proceeding in equity or at law). (c) The Forward Seller will, at the Time of DeliveryClosing Date and at each Subsequent Closing Date, if any, have the free and full right, power and authority unqualified right to transfer any Borrowed Underwritten Shares or Borrowed Option Shares, as the case may be, 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 unqualified right 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, and agrees with, each Underwriter the Company and the several Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Date and at each Option Closing Date (as such terms are defined in the Underwriting Agreement relating to the Offered Securities), such Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Firm Securities and any Borrowed Optional Securities, respectively. (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 DeliveryClosing Date and at each Option Closing Date, have the free and full right, power and authority unqualified right to transfer the Borrowed Firm Securities and any Borrowed Shares Optional Securities, as the case may be, to be sold by the extent that it is required to transfer such Borrowed Shares Forward Seller 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 Securities and payment of the purchase price therefor prices 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 unqualified right to transfer any such the Borrowed Shares Securities 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, and agrees with, each Underwriter and the Corporation that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at each Time of Delivery, it will have full right, power and authority to sell, transfer and deliver the Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder. (b) The Initial Forward Sale Agreement entered into by to which the Forward Seller or its affiliate as Purchaser is a party has been, and the Additional Forward Sale Agreement, if any, to which the Forward Purchaser has been will be a party, will be, duly authorized, executed and delivered by the Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery thereof by the Company, constitutes a valid and binding agreementagreement of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, subject, as except to enforcement, to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or effecting affecting creditors’ rights generally and to by general principles of equity principles(regardless of whether enforceability is considered in a proceeding in equity or at law). (c) The Forward Seller will, at the relevant Time of Delivery, have the free and full right, power and authority unqualified right 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 no Underwriter has no any notice of any adverse claim, each of the Underwriters will have the free and full right, power and authority unqualified right 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, and agrees with, each Underwriter the Company and several Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Date and at each Option Closing Date (as such terms are defined in the Underwriting Agreement relating to the Offered Securities), such Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Firm Securities and the Borrowed Optional Securities, respectively. (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 DeliveryClosing Date and at each Option Closing Date, have the free and full right, power and authority unqualified right to transfer any the Borrowed Shares Firm Securities and the Borrowed Optional Securities, as the case may be, to be sold by the extent that it is required to transfer such Borrowed Shares Forward Seller 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 Securities 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 unqualified right to transfer any such to the Borrowed Shares Securities 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 severally represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at each Closing Date, the Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Firm Securities or the Borrowed Optional Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder. (b) The Forward Sale Agreement entered into by the and each Additional Forward Seller or its affiliate Sale Agreement (if any), as Forward Purchaser applicable, has been duly and validly authorized, executed and delivered by the Forward Purchaser andand constitutes a valid and binding agreement of the Forward Purchaser, and assuming due authorization, execution and delivery thereof by the Company, constitutes a valid and binding agreement, is enforceable against the Forward Purchaser in accordance with its terms, subject, as the terms thereof subject to enforcement, to (i) the effect of bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or effecting creditors’ affecting the rights and to remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity principlesor at law, and the discretion of the court before which any proceeding therefor may be brought. (c) The Forward Seller will, at the Time of Deliveryeach Closing Date, have the free and full right, power and authority unqualified right to transfer any Borrowed Shares Firm Securities or Borrowed Optional Securities, as the case may be, to the extent that it is required to transfer such Borrowed Shares Securities 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 Securities 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 unqualified right to transfer any such Borrowed Shares Securities 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, and agrees with, each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at each Time of Delivery, such Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Underwritten Shares or the Borrowed Option Shares, as the case may be, to the extent that it is required to transfer such Borrowed Shares hereunder. (b) The Forward Sale Agreement entered into by has been, and the Additional Forward Seller or its affiliate as Forward Purchaser has been Sale Agreement, if any, will be, duly authorized, executed and delivered by the Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery thereof by the Company, constitutes a valid and binding agreementagreement of such Forward Purchaser, enforceable against the such Forward Purchaser in accordance with its terms, subject, as except to enforcement, to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or effecting affecting creditors’ rights generally and to by general principles of equity principles(regardless of whether enforceability is considered in a proceeding in equity or at law). (c) The Forward Seller will, at the each Time of Delivery, have the free and full right, power and authority unqualified right to transfer any Borrowed Underwritten Shares or Borrowed Option Shares, as the case may be, 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 unqualified right 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 toto each Underwriter as of the date hereof and as of the Closing Date (as defined in Section 3(d) hereof), and agrees withwith each Underwriter, each Underwriter thatas follows: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the Closing Date and at the Option Closing Date, the Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Shares. (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 Seller and delivery thereof by the Company, constitutes a valid valid, legal and binding agreementobligation of the Forward Seller, enforceable against the Forward Purchaser in accordance with its terms, subject, except as rights to enforcement, to indemnity hereunder may be limited by Federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and other laws of general applicability relating to or effecting creditors’ rights and subject to general equity principlesprinciples of equity. The Forward Seller has full power and authority to enter into the Forward Agreement. (c) The Forward Seller will, at the Time of DeliveryClosing Date and at the Option Closing Date, have the free and full right, power and authority unqualified right to transfer any the Borrowed Shares to be sold by the extent that it is required to transfer such Borrowed Shares Forward Seller 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 unqualified right to transfer any such to the 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 hereby represents, warrants and warrants to, and agrees with, covenants to each Underwriter thatand the Company as of the date of this Agreement, as of the First Closing Date and as of each Option Closing Date, if any, as follows: (a) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (b) The initial 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 legal, valid and binding agreementobligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by bankruptcy, insolvency, reorganization and or other similar laws of general applicability relating to or effecting affecting creditors’ rights and to generally or general equity equitable principles. (c) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (d) The Forward Seller willshall, at the Time of DeliveryFirst Closing Date or Option Closing Date, as applicable, have the free and full right, power and authority unqualified right to transfer any Borrowed Shares 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 shall have the free and full right, power and authority unqualified right to transfer any such the 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 severally represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (b) The Forward Sale Agreement entered into by Seller and, on the Closing Date, 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, will have the free and full right, power and authority to sell, transfer any and deliver the Borrowed Firm Shares to the extent that it is required to transfer such Borrowed Firm Shares hereunder. (b) The Forward Sale Agreement has been duly and validly authorized, executed and delivered by the Forward Purchaser and constitutes a valid and binding agreement of the Forward Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against the Forward Purchaser in accordance with the terms thereof subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought. (c) The Forward Seller will, on the Closing Date, have the free and unqualified right to transfer any Borrowed Firm Shares to the extent that it is required to transfer such Borrowed Firm 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 Firm 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 unqualified right to transfer any such Borrowed Firm 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, to the Company and agrees with, each the Underwriter thatas of the date hereof and as of the Closing Date as follows: (a) This Agreement has been duly authorized, executed and delivered by the Forward Seller, and, as of the Closing Date, the Forward Seller will have the full right, power and authority to sell, transfer and deliver the Forward Securities that it is required to sell, transfer and deliver to the extent that it is required to transfer such Forward Securities hereunder. (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 andPurchaser, and assuming due authorization, execution and delivery thereof of the Forward Sale Agreement by the Company, constitutes the Forward Sale Agreement will constitute a valid and binding agreementagreement of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization receivership, liquidation, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or effecting affecting creditors’ rights and to general equity principles. (c) The Forward Seller willSeller, at the Time of DeliveryClosing Date, will have the free and full right, power and authority unqualified right to transfer any Borrowed Shares the number of Forward Securities that it is required to deliver to the extent that it is required to transfer such Borrowed Shares Forward Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party; and upon delivery of such Borrowed Shares Forward Securities and payment of the purchase price therefor therefor, as herein contemplated, assuming each of the Underwriters Underwriter has no notice of any adverse claim, each of the Underwriters Underwriter will have the free and full right, power and authority unqualified right to transfer any such Borrowed Shares Forward Securities purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party. (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, and agrees with, each Underwriter the Underwriter, as of the First Closing Date and any Option Closing Date (in the case of a sale of Shares pursuant to Section 2(a)(iii) hereof) that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the relevant Closing Date, the Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Firm Shares or the Borrowed Option Shares, as the case may be, that the Forward Seller is required to sell, transfer and deliver hereunder to the extent it is required to do so. (b) The Forward Sale Agreement entered into by the has been, and any Additional Forward Seller or its affiliate as Forward Purchaser has been Sale Agreement will be, duly authorized, executed and delivered by the Forward Purchaser andPurchaser, and assuming due authorization, execution and delivery thereof of either thereof, as the case may be, by the Company, constitutes will constitute a valid and binding agreementagreement of the Forward Purchaser, enforceable against the Forward Purchaser it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization receivership, liquidation, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or effecting affecting creditors’ rights and to general equity principles. (c) The Forward Seller willSeller, at the Time of Deliveryrelevant Closing Date, will have the free and full right, power and authority unqualified right to transfer any the Borrowed Firm Shares or Borrowed Option Shares, as the case may be, that it is required to deliver to the extent that it is required to transfer such the Borrowed Firm Shares or Borrowed Option Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party; and upon delivery of such the Borrowed Firm Shares or Borrowed Option Shares and payment of the purchase price therefor therefor, as herein contemplated, assuming each of the Underwriters Underwriter has no notice of any adverse claim, each of the Underwriters Underwriter will have the free and full right, power and authority unqualified right to transfer any such Borrowed Firm Shares or Borrowed Option Shares purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, claim, equity restriction on voting or encumbrance transfer or any other claim of any kindthird party. (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 severally represents and warrants to, and agrees with, each Underwriter the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (b) The Forward Sale Agreement entered into by Seller and, on the Closing Date, 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, will have the free and full right, power and authority to sell, transfer any and deliver the Borrowed Firm Shares to the extent that it is required to transfer such Borrowed Firm Shares hereunder. (b) The Forward Sale Agreement has been duly and validly authorized, executed and delivered by the Forward Purchaser and constitutes a valid and binding agreement of the Forward Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against the Forward Purchaser in accordance with the terms thereof subject to (i) the effect of bankruptcy, insolvency, frxxxxxxxx xxxxxyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general prixxxxxxx xx xxxity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of xxx xxxxx xxxore which any proceeding therefor may be brought. (c) The Forward Seller will, on the Closing Date, have the free and unqualified right to transfer any Borrowed Firm Shares to the extent that it is required to transfer such Borrowed Firm 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 Firm 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 unqualified right to transfer any such Borrowed Firm 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, and agrees with, each Underwriter the several Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Forward SellerSeller and, at the First Closing Date and at each Optional Closing Date (as such terms are defined in Section 3), such Forward Seller will have full right, power and authority to sell, transfer and deliver the Borrowed Securities. (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 Deliveryeach Closing Date, have the free and full right, power and authority unqualified right to transfer any the Borrowed Shares Securities to be sold by the extent that it is required to transfer such Borrowed Shares Forward Seller 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 Securities 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 unqualified right to transfer any such to the Borrowed Shares Securities 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. (a) The Forward Seller represents and warrants toto each Underwriter as of the date hereof, the Applicable Time and each Closing Date, and agrees with, with each Underwriter thatas follows: (ai) This Agreement has been duly authorized, executed and delivered by the Forward Seller. (bii) The Initial 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 legal, valid and binding agreementobligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, subject, except as to enforcement, to such enforceability may be limited by bankruptcy, insolvency, reorganization and or other similar laws of general applicability relating to or effecting affecting creditors’ rights and to generally or general equity equitable principles. (ciii) Each Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. (iv) The Forward Seller willshall, at the Time of Delivery, each Closing Date have the free and full right, power and authority unqualified right to transfer any the number of Borrowed Shares Securities that it is required to deliver, to the extent that it is required to transfer such Borrowed Shares Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity encumbrance, equity, restriction on voting or encumbrance transfer or any other claim of any third party of any kind; and upon delivery of such Borrowed Shares Securities 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 shall have the free and full right, power and authority unqualified right to transfer any such Borrowed Shares Securities purchased by it from the Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity equity, encumbrance, equity, restriction on voting or encumbrance transfer or any other claim of any third party 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 Each of the Forward Seller Sellers, for itself and on behalf of its affiliated Forward Counterparty, severally represents and warrants to, and agrees with, each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, at the Closing Date and at the Option Closing Date, such Forward SellerSeller will have full right, power and authority to sell, transfer and deliver the Borrowed Underwritten Shares and the Borrowed Option Shares, as the case may be. (b) The Each of the applicable Forward Sale Agreement entered into by and the related Additional Forward Seller or its affiliate as Forward Purchaser Agreement (if any) has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution Counterparty for which such Forward Seller is an agent and delivery thereof by the Company, constitutes a valid and binding agreementagreement of such Forward Counterparty, enforceable against the such Forward Purchaser Counterparty in accordance with its terms, subject, as except 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 the extent that enforceability thereof may be limited by the Enforceability Exceptions. Such Forward Seller will, at the Time of DeliveryClosing Date and the Option Closing Date, have the free and full right, power and authority unqualified right to transfer any the Borrowed Shares to the extent that it is required to transfer be sold by such Borrowed Shares Forward Seller 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 unqualified right to transfer any such the Borrowed Shares purchased by it from the such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (dc) The Such Forward Seller represents and warrants to, and agrees with, each Underwriter that it is acting solely as an agent for the its affiliated Forward Purchaser Counterparty in connection with the transactions contemplated hereby.