Common use of Warranties and Representations of Buyer Clause in Contracts

Warranties and Representations of Buyer. Buyer warrants and represents to Seller as follows: (a) Buyer is acquiring the Shares for its own account and not with a view to their distribution (within the meaning of Section 2(11) of the Securities Act of 1933 (the “Securities Act”)). Buyer is aware of the restrictions on transfer applicable to the Shares under federal and state securities laws and regulations and that the Company is under no obligation to register the Shares under the Securities Act. (b) Buyer has full power and authority to execute and to deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).