Common use of REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER. The Seller represents and warrants to the Purchaser that: (a) the Seller has been duly incorporated or formed under the applicable laws of its jurisdiction of incorporation or formation, is validly existing and has all necessary corporate power, authority, and capacity to own its property and assets and to carry on its business as currently owned and conducted; (b) the Seller is the legal and beneficial owner of the NewCo Shares free and clear of all Encumbrances; (c) the Seller has full right, power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; (d) this Agreement constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court; (e) there is no contract, option or any other right of another party binding upon or which at any time in the future may become binding upon the Seller to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the NewCo Shares other than pursuant to the provisions of this Agreement; and (f) to the Seller’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated by this Agreement will result in the violation of: (i) any contract (written or oral) or other instrument to which the Seller is a party or by which the Seller is bound, or (ii) any Laws in respect of which the Seller must comply.