Common use of Representations of Shareholders Clause in Contracts

Representations of Shareholders. The Shareholders represent and warrant as follows: (a) As of the closing date they will be the sole owners of the shares appearing of record in their names; such shares will be free from claims, liens, or other encumbrances; and they will have the unqualified right to transfer such shares. (b) The shares constitute validly issued shares of Electronic Hardware, fully paid and nonassessable. (c) As of the closing date, Electronic Hardware will be in good standing as a New York corporation. (d) The Shareholders represent and warrant (i) that the shares to be acquired pursuant to this Agreement will be acquired for his or her own account and not with a view to, or present intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), and will not be disposed of in contravention of the Securities Act or this Agreement; (ii) that he or she is able to bear the economic risk of an investment in the shares for an indefinite period of time inasmuch as the shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; and (iii) that he or she has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the shares and has had full access to such other information concerning IPT and its subsidiaries as he or she has requested.

Representations of Shareholders. The Shareholders represent and warrant as follows: (a) As of the closing date they will be the sole owners of the shares appearing of record in their names; such shares will be free from claims, liens, or other encumbrances; and they will have the unqualified right to transfer such shares. (b) The shares constitute validly issued shares of Electronic HardwareCompact Disc, fully paid and nonassessable. (c) As of the closing date, Electronic Hardware Compact Disc will be in good standing as a New York Delaware corporation. (d) The Shareholders represent and warrant (i) that the shares to be acquired pursuant to this Agreement will be acquired for his or her own account and not with a view to, or present intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), and will not be disposed of in contravention of the Securities Act or this Agreement; (ii) that he or she is able to bear the economic risk of an investment in the shares for an indefinite period of time inasmuch as the shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; and (iii) that he or she has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the shares and has had full access to such other information concerning IPT and its subsidiaries as he or she has requested.