Common use of Representations, Warranties and Covenants of the Seller Clause in Contracts

Representations, Warranties and Covenants of the Seller. The Seller represents and warrants to the Buyer, and covenants for the benefit of the Buyer, as follows: (a) This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; (b) There are no restrictions upon and conditions to the transfer of the Securities in order to consummate the sale of the Securities to Buyer as contemplated by this Agreement, and such Securities are not as of the date of this Agreement, and as of the transfer date of such Securities will not be, subject to any restriction on transfer, except for restrictions under the Securities Act and, as of the transfer date will be, free from all taxes, liens, claims and encumbrances directly or indirectly suffered by the Seller.