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

Representations and Warranties of the Forward Sellers. Each of the Forward Sellers represents and warrants to each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller. (b) The applicable Forward Sale Agreement between the Company and the applicable 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 valid and legally binding obligation of the applicable 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. (c) Such Forward Seller shall, at the Closing Date, 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 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 shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties of the Forward Sellers. Each of the Forward Sellers severally represents and warrants to each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Forward SellerSeller and, at the Closing Date and at the Option Closing Date, such Forward Seller will have full right, power and authority to sell, transfer and deliver the Shares. (b) The applicable Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by the Forward Counterparty that is an affiliate of such Forward Purchaser and, assuming due authorization, execution Seller and delivery by the Company, constitutes a valid and legally binding obligation agreement of the applicable such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such enforceability thereof 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 lawthe Enforceability Exceptions. (c) Such Forward Seller shallwill, at the Closing Date and the Option Closing Date, have the free and unqualified right to transfer any Borrowed Shares, the 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 shall will have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties of the Forward Sellers. Each of the Forward Sellers Seller severally represents and warrants to each Underwriter to, and agrees with, the Company and the Company several Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by such 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 applicable Forward Sale Agreement between the Company and the applicable 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 valid and legally binding obligation of the applicable 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. (c) Such Forward Seller shallwill, at the Closing Date and at each Option Closing Date, have the free and unqualified right to transfer the Borrowed Firm Securities and any Borrowed SharesOptional Securities, as the case may be, 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 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 shall will have the free and unqualified right to transfer the Borrowed Shares Securities purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties of the Forward Sellers. Each of the Forward Sellers severally represents and warrants to agrees with each Underwriter and the Company that: (a) This Agreement has been duly authorized, executed and delivered by such Forward SellerSeller and, at the Closing Date, such Forward Seller will have full right, power and authority to sell, transfer and deliver the Underwritten Securities. (b) The applicable Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty affiliated with such Forward Seller has been duly authorized, executed and delivered by such affiliated Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a valid and legally binding obligation agreement of the applicable such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such enforceability may be as limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting creditors’ rights and general generally or by equitable principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawgeneral applicability. (c) Such Forward Seller shallwill, at the Closing Date, have the free and unqualified right to transfer any Borrowed Sharesthe Underwritten Securities to be sold by such Forward Seller, to and the extent that it is required to transfer such Borrowed Shares hereunderUnderwritten Securities, at the Closing Date, will be 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 Underwritten Securities and payment of the purchase price therefor Purchase Price as herein contemplated, assuming 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 Shares Underwritten Securities purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, charge claim, equity or encumbrance of any kind. (d) Such Forward Seller is acting as an agent for such affiliated Forward Counterparty in connection with the transactions contemplated hereby.