Common use of Forward Sellers Clause in Contracts

Forward Sellers. Each Forward Seller represents and warrants to, and agrees with, each Underwriter and the Company, on the date of this Agreement, at the Closing Date and as of each Option Closing Date (in the case of a sale of Securities pursuant to Section 3(c) hereof) that: (1) This Agreement has been duly authorized, executed and delivered by the Forward Sellers and, at the relevant Closing Date or Option Closing Date, the Forward Sellers shall have the full right, power and authority to sell, transfer and deliver the Borrowed Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder; (2) The Forward Agreements and the Additional Forward Agreements (if any), as applicable, have been duly authorized, executed and delivered by the Forward Sellers and constitute valid and binding agreements of the Forward Sellers, enforceable against the Forward Sellers in accordance with their terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; and (3) The Forward Sellers will, at the relevant Closing Date or Option Closing Date, have the free and unqualified right to transfer any Borrowed Securities, as the case may be, to the extent that it is required to transfer such Borrowed Securities hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters will have the free and unqualified right to transfer any such Borrowed Securities purchased by it from the Forward Sellers, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.