Common use of Representations & Warranties of Seller Clause in Contracts

Representations & Warranties of Seller. The Seller hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date, that (a) The Seller has all necessary power and authority under all applicable provisions of applicable law to execute and deliver this Agreement and to carry out the provisions hereof. All action on the Seller’s part required for the lawful execution and delivery of this Agreement has been taken as of the date hereof. (b) This Agreement has been duly and validly executed and delivered by the Seller, and constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and/or (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (c) The execution, delivery and performance of this Agreement by the Seller will not: (i) contravene any law, rule or regulation of any state or of the United States, or any order, writ, judgment, injunction, decree, determination or award, or cause the suspension or revocation of any authorization, consent, approval or license, presently in effect that affects or binds the Seller; or (ii) conflict with or result in a material breach of or default under any indenture or loan or credit agreement or any other agreement or instrument to which the Seller is a party or by which the Seller or its properties may be affected or bound. (d) The number of Shares set forth next to the Seller’s name on Schedule 1 hereto are owned of record and beneficially by the Seller free and clear of any and all restrictions on transfer (other than restrictions on transfer under applicable state and federal laws), taxes, liens, encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands; and the Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of its Shares (other than pursuant to this Agreement). (e) The Stock Power Separate from Certificate (defined below) and the other instruments executed and delivered by the Seller to the Purchaser pursuant to Section 7.1(d) will be valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to the Shares to be transferred by the Seller to the Purchaser pursuant to and contemplated by this Agreement, free and clear of all encumbrances whatsoever, other than those that may be created by the Purchaser. (f) The Seller has not relied upon any representation or other information from the Purchaser (whether oral or written) with respect to the Purchaser other than as set forth in this Agreement. (g) The Seller has adequate information concerning the business and financial condition of the Purchaser to make an informed decision regarding the sale of its Shares and has independently and without reliance upon the Purchaser or its agents made its own analysis and decision to sell the Shares.

Representations & Warranties of Seller. The Seller hereby hereby, represents and warrants to the Purchaser Purchasers as of the date hereof and as of the Closing Date, that: (a) The Seller has all necessary power and authority under all applicable provisions of applicable law to execute and deliver this Agreement and to carry out the provisions hereof. All action on the Seller’s part required for the lawful execution and delivery of this Agreement has been taken as of the date hereof. (b) This Agreement has been duly and validly executed and delivered by the Seller, and constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and/or (ii) as limited by general principles of equity that restrict the availability of equitable remedies. (c) The execution, delivery and performance of this Agreement by the Seller will not: (i) contravene any law, rule or regulation of any state or of the United States, or any order, writ, judgment, injunction, decree, determination or award, or cause the suspension or revocation of any authorization, consent, approval or license, presently in effect that affects or binds the Seller; or (ii) conflict with or result in a material breach of or default under any indenture or loan or credit agreement or any other agreement or instrument to which the Seller is a party or by which the Seller or its properties may be affected or bound. (d) The number of Shares set forth next to the Seller’s name on Schedule 1 hereto are owned of record and beneficially by the Seller free and clear of any and all restrictions on transfer (other than restrictions on transfer under applicable state and federal laws), taxes, liens, encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands; and the Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of its Shares (other than pursuant to this Agreement). (e) The Stock Power Separate from Certificate (defined below) and the other instruments executed and delivered by the Seller to the Purchaser pursuant to Section 7.1(d) will be valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to the Shares to be transferred by the Seller to the Purchaser pursuant to and contemplated by this Agreement, free and clear of all encumbrances whatsoever, other than those that may be created by the Purchaser. (f) The Seller has not relied upon any representation or other information from the Purchaser Purchasers (whether oral or written) with respect to the Purchaser Company other than as set forth in this Agreement. (ge) The Seller has adequate information concerning the business and financial condition of the Purchaser Company to make an informed decision regarding the sale of its Shares and has independently and without reliance upon the Purchaser Purchasers or its their agents made its own analysis and decision to sell the Shares.