Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby represents, warrants to, and agrees with, the Purchaser, on the date hereof and on the Trade Date and the Settlement Date (as defined below):
(a) Such Seller has the power and capacity to enter into this Agreement and to consummate the Transaction. The execution, delivery, and performance by each Seller of this Agreement and the consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all necessary action in respect thereof by the respective Seller. This Agreement has been duly and validly executed and delivered by such Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies. Any Person signing this Agreement on behalf of such Seller has been duly and validly authorized and empowered to do so and has the authority to bind such Seller and to effectuate the transactions contemplated by this Agreement.
(b) The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller of the Transaction do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller; (ii) violate any provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge, applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any Organizational Document of such Seller; or (iv) violate or result in a default under any contract to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval of, or filing with, any governmental authority or other Person not a party hereto is required for the execution, delivery and performance by such Seller of this Agreement or the consummation of the Transaction.
(c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and upon the transfer of the Sale Shares to the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer Restr...
Representations, Warranties and Agreements of the Sellers. Sellers hereby represent, warrant and agree that:
Representations, Warranties and Agreements of the Sellers. (A) Each Seller severally represents and warrants to Purchaser (solely with respect to such Seller and the particular Shares owned by such Seller) and agrees as follows with respect to Sections 3.1 through 3.2 below:
Representations, Warranties and Agreements of the Sellers. Each of the Sellers, jointly and severally, represents and warrants to, and agrees with, FreeStar as follows, except to the extent set forth in the Disclosure Letter of even date herewith and separately provided to FreeStar (the "Disclosure Letter"):
Representations, Warranties and Agreements of the Sellers. The Sellers, jointly and severally, hereby represent and warrant to, and agree with, the Buyer, except as set forth on the Schedule of Exceptions furnished to the Buyer and attached hereto as Schedule 1, specifically identifying the relevant subsection hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, as follows:
Representations, Warranties and Agreements of the Sellers. Each Seller hereby, severally and not jointly, represents and warrants to, and agrees with, the Buyer, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Agreements of the Sellers. Each of the Sellers represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Agreements of the Sellers. Each of the Sellers hereby represents, warrants and agrees on the date hereof and on the Trade Date and the Settlement Date (as defined below):
Representations, Warranties and Agreements of the Sellers. Each Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:
2.1 Such Seller is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of formation; has all requisite power and authority to own its properties and conduct its business as presently conducted and to consummate the transactions contemplated by this Agreement. Each Seller has the full legal right, power, and authority to sell, assign, transfer, set over, deliver and convey the Purchased Shares in accordance with the terms of this Agreement, and the delivery to Purchaser of the Purchased Shares pursuant to the terms of this Agreement will transfer to Purchaser good, valid, and legal title to the Purchased Shares, free and clear of any and all Liens.
2.2 The authorization, execution and delivery by such Seller of this Agreement, the performance of all of its obligations under this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of such Seller and have been duly authorized by all necessary action on the part of such Seller, its officers, directors and stockholders. The execution, delivery, and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with, or other action by such Seller, by or in respect of, any Governmental Authority or any other person, other than (i) as set forth on Schedule 2.2 of the Sellers’ disclosure letter, (ii) the Stockholder Approval, (iii) the expiration or termination of any applicable waiting periods (together with any extensions thereof) under the HSR Act, (iv) a filing of a Schedule 13D or 13G by the parties hereto, (v) an amendment to Sellers’ existing Schedule 13G, (vi) any required filings by such Seller or its Affiliates under Section 16 of the Exchange Act, (vii) the filing of a Form 8-K under the Exchange Act by the Company, (viii) the filing with the SEC of such reports under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (ix) such consents, approvals, orders, authorizations, registrations, qualifications, declarations and filings of the Company or such Seller the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect on such Seller or the Company.
2.3 This Agreement has been (a) duly execut...
Representations, Warranties and Agreements of the Sellers. The parties shall jointly agree to a series of representations and warranties respecting the final agreement between the parties.
