Common use of Shareholders' Additional Representations Clause in Contracts

Shareholders' Additional Representations. To induce the Purchaser to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to the Purchaser as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stock, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto).

Shareholders' Additional Representations. To induce the Purchaser ---------------------------------------- Merger Sub and InterCept to ---------------------------------------- enter into this Agreement, each the Shareholder also represents and warrants to the Purchaser Merger Sub and InterCept as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stock, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her its material assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto). (c) The Shareholder hereby represents and warrants that he is not aware as of the date hereof of any claim (as defined by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of any name and nature (collectively, "Claims") that such Shareholder may have, or which such Shareholder is aware may arise in the future against InterCept, Merger Sub or any of their subsidiaries, officers, directors, employees, Shareholder, attorneys, agents, successors, assigns, representatives or affiliates. (d) The Shareholder has reviewed with his or her tax advisor the United States federal and state tax consequences of an investment of InterCept Common Stock and the transactions contemplated by this Agreement. The Shareholder is relying solely on such advisors, except for a tax opinion provided to Shareholder in connection with the Merger, and not on any statements or representations of InterCept, the Company or the agent of either, except for the statements, representations and covenants provided in this Agreement, and understands that he and she (and not InterCept or any other party) shall be responsible for his or her own tax liability that will arise as a result of this investment or the transactions contemplated by this Agreement.

Shareholders' Additional Representations. To induce the Purchaser ---------------------------------------- Buyer and InterCept to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to the Purchaser Buyer and InterCept as follows: (a) The Such Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the such Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the such Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Such Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stockrespective Shareholder Shares, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the each Shareholder, the such Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock Common Stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the such Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the such Shareholder or any of his or her its material assets. The execution, delivery and performance of this Agreement by the such Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto). (c) Each Shareholder represents and warrants that the Company generally has good relationships with its customers and that such Shareholder has no reason to believe that any of those customers would not be agreeable to consider entering into item or data processing contracts with Buyer or its affiliates. (d) Each Shareholder hereby represents and warrants that he or she is not aware as of the date hereof of any claim (as defined by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of any name and nature that such Shareholder may have, or which such Shareholder is aware may arise in the future against InterCept, Buyer or any of their subsidiaries, officers, directors, employees, shareholders, attorneys, agents, successors, assigns, representatives or affiliates.

Shareholders' Additional Representations. To induce InterCept and the ---------------------------------------- Purchaser to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to InterCept and the Purchaser as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stock, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto).

Shareholders' Additional Representations. To induce the Purchaser Ebank to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to the Purchaser Ebank as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stock, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her its material assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained or applied for (and a copy copies of which is approvals or applications are attached hereto). (c) The Shareholder hereby represents and warrants that he is not aware as of the date hereof of any claim (as defined by Section 101 of the United Stxxxx Xxxxxxxxxx Xxxx, xx xxxxxxx), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of any name and nature (collectively, "Claims") that such Shareholder may have, or which such Shareholder is aware may arise in the future against Ebank, the Surviving Corporation, or any of their subsidiaries, officers, directors, employees, shareholders, attorneys, agents, successors, assigns, representatives, or affiliates. (d) The Shareholder has reviewed with his or her tax advisor the United States federal and state tax consequences of an investment in the Purchase Shares and the transactions contemplated by this Agreement. The Shareholder is relying solely on such advisors, except for a tax opinion provided to Shareholder in connection with the Purchase, and not on any statements or representations of Ebank, the Company or the agent of either, except for the statements, representations and covenants provided in this Agreement, and understands that he or she (and not Ebank or any other party) shall be responsible for his or her own tax liability that will arise as a result of this investment or the transactions contemplated by this Agreement.

Shareholders' Additional Representations. To induce the Purchaser to ---------------------------------------- enter into this Agreement, each Executing Shareholder also represents and warrants to the Purchaser as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and the other Purchase Agreements and to consummate the transactions contemplated herebythereby; this Agreement and the other Purchase Agreements each has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. No Authorization from any third party or any Governmental Authority is necessary on behalf of the Shareholder in connection with (i) the execution and delivery by the Shareholder of this Agreement and the other Purchase Agreements, (ii) the consummation by the Shareholder of the transactions contemplated hereby or thereby, and (iii) the performance of the Shareholder's obligations under this Agreement and the other Purchase Agreements. (b) The Shareholder owns, of record and beneficially, valid title to his the number of shares of Company Common StockStock set opposite the name of such Shareholder in Company Disclosure Schedule 5.2, and such shares are free and clear of all Liens, Claims Liens (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval Authorization of any third party or governmental agency or authority which has not been obtained (obtained, and a copy of which any such Authorization is attached heretoto Company Disclosure Schedule 6.6(b). (c) Prior to the date of this Agreement, the Shareholder has received an Information Statement and related materials in connection with his approval of this Agreement. Such Shareholder acknowledges and agrees that the Shareholders are responsible for the accuracy of the information supplied by the Shareholders and the Company for inclusion therein, and Purchaser is responsible for the accuracy of the information supplied by Purchaser for inclusion therein.

Shareholders' Additional Representations. To induce the Purchaser ----------------------------------------- Buyer and ProVesa to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to the Purchaser Buyer and ProVesa as follows: (a) The Such Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the such Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the such Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Such Shareholder owns, of record and beneficially, valid title to his shares of Company Common Stockrespective Shareholder Shares, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Shareholder Shares owned by each Shareholder and the 4,000 shares of 8.4% Preferred Stock owned by the ShareholderEdelcup, the such Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock Common Stock or other securities of any kind of the Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the such Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the such Shareholder or any of his or her its material assets. The execution, delivery and performance of this Agreement by the such Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto). (c) Each Shareholder represents and warrants that the Company generally has good relationships with its customers and that such Shareholder has no reason to believe that any of those customers would not be agreeable to consider entering into item or data processing contracts with Buyer or its affiliates.

Shareholders' Additional Representations. To induce the Purchaser ---------------------------------------- statement Merger Sub and InterCept to ---------------------------------------- enter into this Agreement, each Shareholder also represents and warrants to the Purchaser Merger Sub and InterCept as follows: (a) The Shareholder has the right, power, capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by the Shareholder and is entered into voluntarily without promise or benefit other than as set forth herein; and this Agreement constitutes the Shareholder's legal, valid and binding obligation, enforceable in accordance with its terms. (b) The Shareholder owns, of record and beneficially, valid title to his or her shares of Company Common Stock, and such shares are free and clear of all Liens, Claims (as defined below) and encumbrances. Other than the Company Common Stock owned by the Shareholder, the Shareholder does not own, beneficially or of record, or have any right to acquire, now or in the future, any shares of stock or other securities of any kind of the either Company. The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments o agreement of any character calling for the transfer, purchaser, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. (c) The Shareholder has not granted nor is he bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase, subscription or issuance of any shares of capital stock of the Company or any securities representing the right to purchase, subscribe or otherwise receive any shares of such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting any such shares. The execution, delivery and performance of this Agreement by the Shareholder will not conflict with or result in a breach of any agreement, instrument, order, injunction, decree, statute, rule or regulation applicable to the Shareholder or any of his or her material assets. The execution, delivery and performance of this Agreement by the Shareholder does not require the consent or approval of any third party or governmental agency or authority which has not been obtained (and a copy of which is attached hereto). (c) The Shareholder hereby represents and warrants that he or she is not aware as of the date hereof of any claim (as defined by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, accounts, damages and liabilities of any name and nature (collectively, "Claims") that such Shareholder may have, or which such Shareholder is aware may arise in the future against InterCept, Merger Sub or any of their subsidiaries, officers, directors, employees, shareholders, attorneys, agents, successors, assigns, representatives or affiliates. (d) The Shareholder has reviewed with his or her tax advisor the United States federal and state tax consequences of an investment in InterCept Common Stock and the transactions contemplated by this Agreement. The Shareholder is relying solely on such advisors and not on any statements or representations of InterCept, Company or the agent of either, except for the statements, representations and covenants provided in this Agreement, and understands that he and she (and not InterCept or any other party) shall be responsible for his or her own tax liability that will arise as a result of this investment or the transactions contemplated by this Agreement.