Common use of Representations Warranties and Covenants of the Shareholders Clause in Contracts

Representations Warranties and Covenants of the Shareholders. Shareholder hereby represents, warrants and covenants to the Corporation as follows: (A) Shareholder is the record and beneficial owner of the Shares free and clear of any and all Encumbrances, and upon delivery of the Shares as contemplated by this Agreement, the Corporation will receive good and marketable title to the Shares free and clear of all Encumbrances. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, or other agreement or restriction of any kind or character to which Shareholder is bound. Shareholder has full legal capacity, power and authority to transfer the Shares without obtaining the consent or approval of any other person or governmental authority.