Common use of Representations, Warranties and Covenants of Holder Clause in Contracts

Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Parent that Holder: (i) is the Beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any Liens, claims, options (or any other commitments obligating Holder to sell or otherwise dispose of the Shares), charges or other encumbrances, including any restrictions on Holder's right to vote the Shares, (ii) does not Beneficially own any shares of capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims Beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.