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

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Date, and agrees with, each Underwriter and the Company that: (i) This Agreement has been duly authorized, executed and delivered by such Forward Seller. (ii) The initial Forward Sale Agreement between the Company and the related Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iii) Prior to any sale of Borrowed Option Shares, the related Additional Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shall, at the Closing Date or Option Closing Date, as applicable, have the free and 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, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Additional Closing Date, and agrees with, each Underwriter and the Company that: (ia) This Agreement has been duly authorized, executed and delivered by such Forward Seller. (iib) The initial Initial Forward Sale Agreement between the Company and the related Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (ivd) The Forward Sellers shall, at the Closing Date or Option Additional Closing Date, as applicable, have the free and 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, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Dateto, and agrees with, each Underwriter and the Company Corporation that: (ia) This Agreement has been duly authorized, executed and delivered by such 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. (iib) The initial Forward Sale Agreement between the Company to which it (as Forward Purchaser) or its affiliated Forward Purchaser is a party has been, and the related Additional Forward Sale Agreement, if any, to which it (as Forward Purchaser) or its affiliated Forward Purchaser has been will be a party, will be, duly authorized, executed and delivered by such Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law (regardless of whether enforceability is considered in a proceeding in equity or policies underlying such at law). (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Such Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shallSeller will, at the Closing Date or Option Closing Date, as applicablerelevant Time of Delivery, have the free and 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, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind. Upon ; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters no Underwriter has no any notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the any such Borrowed Shares purchased by it from the such Forward SellersSeller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, Seller represents and warrants to each Underwriter and the Company as of the date hereof, hereof and as of the applicable Closing Date and any Option Closing Date, and agrees with, each Underwriter and the Company thatas follows: (ia) This Underwriting Agreement has been duly authorized, executed and delivered by such Forward Seller, and, as of the applicable Closing Date, such 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 hereunder. (iib) The initial Forward Sale Agreement between the Company and the related entered into by it (as Forward Purchaser) or its 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 such Forward Purchaser andPurchaser, and assuming due authorization, execution and delivery of such Forward Sale Agreement or such Additional Forward Sale Agreement, as the case may be, by the Company, constitutes each of such Forward Sale Agreement and such Additional Forward Sale Agreement will constitute a legal, valid and binding obligation agreement of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except subject, as to the extent that such enforceability may be limited by applicable enforcement, to bankruptcy, insolvency, reorganization or other receivership, liquidation, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawprinciples. (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Such Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shallSeller, at the Closing Date or Option applicable Closing Date, as applicable, will have the free and 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, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon party; and upon delivery of such Borrowed Forward Underwritten Shares or Forward Option Shares and payment of the purchase price therefor therefor, as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the Borrowed any such Forward Underwritten Shares or Forward Option Shares purchased by it from the such Forward SellersSeller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kindparty.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter to, and agrees with, the Company Underwriters, as of the date hereof, the First Closing Date and any Option Closing Date, and agrees with, each Underwriter and Date (in the Company case of a sale of Shares pursuant to Section 2(a)(iii) hereof) that: (ia) This Agreement has been duly authorized, executed and delivered by such Forward SellerSeller and, at the relevant Closing Date, such 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 such Forward Seller is required to sell, transfer and deliver hereunder to the extent it is required to do so. (iib) The initial Forward Sale Agreement between the Company and the related to which it (as Forward Purchaser) or its affiliated Forward Purchaser is a party has been been, and any Additional Forward Sale Agreement to which it (as Forward Purchaser) or its affiliated Forward Purchaser is a party will be, duly authorized, executed and delivered by such Forward Purchaser andPurchaser, and assuming due authorization, execution and delivery of either thereof, as the case may be, by the Company, constitutes will constitute a legal, valid and binding obligation agreement of such Forward Purchaser, enforceable against such Forward Purchaser it in accordance with its terms, except to the extent that such enforceability as enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawequitable principles. (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Each Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shallSeller, at the Closing Date or Option relevant Closing Date, as applicable, will have the free and 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 Borrowed Firm Shares or Borrowed Option Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon party; and upon delivery of such Borrowed Firm Shares or Borrowed Option Shares and payment of the purchase price therefor therefor, as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the any such Borrowed Firm Shares or Borrowed Option Shares purchased by it from the such Forward SellersSeller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kindparty.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Date, and agrees with, each Underwriter and the Company that: (i) This Agreement has been duly authorized, executed and delivered by such Forward Seller. (ii) The initial Forward Sale Agreement between the Company and the related Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iii) Prior to any sale of Borrowed Option Shares, the related Each Additional Forward Sale Agreement Agreement, if any, between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shall, at the Closing Date (as defined herein) or Option Closing Date, as applicable, have the free and 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, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Dateto, and agrees with, each Underwriter and the Company that: (ia) This Agreement has been duly authorized, executed and delivered by such Forward Seller. (iib) The initial Each Forward Sale Agreement between the Company and the related Additional Forward Sale Agreement (if any) entered into by such Forward Seller or its affiliate as Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery thereof by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaseragreement, enforceable against such Forward Purchaser in accordance with its terms, except subject, as to the extent that such enforceability may be limited by applicable enforcement, to bankruptcy, insolvency, reorganization or and other similar laws of general applicability relating to or affecting effecting creditors’ rights and to general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawprinciples. (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Such Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shallSeller will, at the Closing Date or Option Closing DateTime of Delivery (as defined below) and at the Additional Time of Delivery (as defined below), as applicableif any, have the free and unqualified right full right, power and authority to transfer any Borrowed Firm 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, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind. Upon ; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right full right, power and authority to transfer the any such Borrowed Shares purchased by it from the such Forward SellersSeller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind. (d) Such Forward Seller represents and warrants to, and agrees with, each Underwriter that it is acting solely as an agent for the applicable Forward Purchaser in connection with the transactions contemplated hereby.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, represents and warrants to to, and covenants with, the Company and each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Date, and agrees with, each Underwriter and the Company thatfollows: (i) This Agreement has been duly authorized, executed and delivered by such Forward Seller, and, as of the Closing Date, such Forward Seller will have the full right, power and authority to sell, transfer and deliver the Underwritten Borrowed Shares it is required to deliver on the Closing Date, to the extent it is required to transfer and deliver such Underwritten Borrowed Shares hereunder. (ii) The initial Forward Sale Agreement between the Company and the related entered into by such Forward Seller or its affiliate, as applicable, as Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser andPurchaser, and assuming due authorization, execution and delivery of such Forward Sale Agreement by the Company, constitutes a legal, valid and binding obligation agreement of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights and general generally or by equitable principles of equity and except as rights relating to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law.enforceability (iii) Prior to any sale of Borrowed Option Shares, At the related Additional Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shall, at the Closing Date or Option Closing Date, as applicablesuch Forward Seller will have the full power, right and authority to sell and deliver to the several Underwriters and will have the free and unqualified right to transfer any the number of the Underwritten Borrowed Shares, Shares that it is required to deliver on the Closing Date to the extent that it is required to transfer such Underwritten Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, chargeencumbrance, restriction on voting or transfer or any other claim of any third party other than restrictions arising under or pursuant to the Company’s charter or by-laws or Delaware law; and upon delivery of such Underwritten Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, equityeach of the Underwriters will have the free and unqualified right to transfer any such Underwritten Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, encumbrance, restriction on voting or transfer or any other claim of any third party of any kind. Upon delivery of such Borrowed Shares and payment of other than restrictions arising under or pursuant to the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting Company’s charter or transfer by-laws or any other claim of any third party of any kindDelaware law.

Representations and Warranties of the Forward Sellers. Each Forward Seller, severally and not jointly, Seller represents and warrants to each Underwriter and the Company as of the date hereof, the Closing Date and any Option Closing Dateto, and agrees with, each Underwriter and the Company that: (ia) This Agreement has been duly authorized, executed and delivered by such Forward SellerSeller and, at each Closing Date, 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, that it is required to sell, transfer and deliver to the extent that it is required to transfer such Borrowed Shares hereunder. (iib) The initial Forward Sale Agreement between the Company to which it (as Forward Purchaser) or its affiliated Forward Purchaser is a party has been, and the related Additional Forward Sale Agreement, if any, to which it (as Forward Purchaser) or its affiliated Forward Purchaser has been will be a party, will be, duly authorized, executed and delivered by such Forward Purchaser andand constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law (regardless of whether enforceability is considered in a proceeding in equity or policies underlying such at law). (iiic) Prior to any sale of Borrowed Option Shares, the related Additional Such Forward Sale Agreement between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) The Forward Sellers shallSeller will, at the Closing Date or Option relevant Closing Date, as applicable, have the free and unqualified right to transfer any Borrowed Underwritten 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 Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind. Upon ; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters no Underwriter has no any notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the any such Borrowed Shares purchased by it from the such Forward SellersSeller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, restriction on voting equity or transfer or any other claim of any third party encumbrance of any kind.