Common use of Representations and Warranties of the Grantor Clause in Contracts

Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, to general equity principles and to the California General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non- assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and the

Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable against Grantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, rights and to general equity principles and to the California General Corporation Lawprinciples; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with and paid for by the terms of this AgreementGrantee as contemplated hereby, will be duly authorized, validly issued, fully paid and non- non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and theAct

Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California Florida and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation con summation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, rights and to general equity principles and to the California General Corporation Lawprinciples; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this Agreementand paid for by Grantee as contemplated hereby, will be duly authorized, validly issued, fully paid and non- assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and thenon-

Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of California Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, rights and to general equity principles and to the California General Corporation Lawprinciples; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this AgreementOption, will be duly authorized, validly issued, fully paid and non- non-assessable and free of preemptive rights and any lienand all liens, security interest claims, charges or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and theencumbrances;

Representations and Warranties of the Grantor. The Grantor represents --------------------------------------------- and warrants to the Grantee that: that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State state of California Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement by the Grantor and the consummation by it of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Grantor Grantor, and this Agreement has been duly executed and delivered by a duly authorized officer of the Grantor and constitutes constitute a valid and binding obligation of the Grantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights, rights and to general equity principles of equity; and to the California General Corporation Law; (c) the Grantor has taken all necessary corporate action to authorize and reserve the Option Shares issuable upon exercise of the Option and the Option Shares, when issued and delivered by the Grantor upon the exercise of the Option in accordance with the terms of this AgreementOption, will be duly authorized, validly issued, fully paid and non- non-assessable and free of any lien, security interest or other adverse claim and free of any preemptive rights; (d) except as otherwise required by the HSR Act and, except for routine filings under the Securities Exchange Act of 1934, as amended, and the listing of the Option Shares in accordance with Section 6, the execution and delivery of this Agreement by the Grantor and the.