Representations and Warranties of the Transferor and the Company. 2.1 As of the date of this Agreement, the Transferor and the Company hereby severally represent and warrant to the Transferee that:
Representations and Warranties of the Transferor and the Company. The Transferor and the Company hereby jointly and severally represent and warrant to, and agree with, the several Underwriters that:
Representations and Warranties of the Transferor and the Company. 1. The Transferor has all requisite corporate power and authority to enter into and perform its obligations under this Stock Transfer Agreement. The execution, delivery and performance by the Transferor of this Stock Transfer Agreement has been duly authorized by all necessary action.
Representations and Warranties of the Transferor and the Company. The Transferor and the Company each hereby represents and warrants to the Transferee that (i) such person has the power and authority to execute, deliver and perform such person’s obligations under this Agreement, (ii) this Agreement, when executed and delivered, will constitute such person’s valid and binding obligation, enforceable against such person in accordance with the terms hereof, (iii) the execution, delivery and performance of this Agreement by such person will not violate any written or oral contract, agreement or instrument to which such person is a party, and (iv) the execution of this Agreement and the performance of the obligations hereunder do not and will not conflict with or result in a violation or breach of any organizational documents of such person or any law or permit applicable to such person. The Company hereby represents and warrants to the Transferee that the Shares have the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Certificate of Incorporation of the Company (as amended from time to time) and the Shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable.
