REPRESENTATIONS AND WARRANTIES; CLOSING OF PURCHASE OF SHARES. In connection with any sale of Shares in accordance with Sections 11(a), (b) or (e) of this Agreement, the seller shall represent and warrant to the purchaser that, as of the date of closing of such sale, the Vested Shares being sold by the seller are not subject to, nor collateral for, any pledge, loan or other agreement, and the seller is the lawful owner of, and has full right, title and interest in and to, the Vested Shares being sold, free and clear of all liens, claims and encumbrances, and the seller has full power and authority to transfer such Shares to the purchaser. At such closing, the seller shall sell, assign, transfer and deliver to the purchaser such Shares being sold, free and clear of all liens, claims and encumbrances, and the purchaser shall deliver payment for such Shares to the seller in immediately available funds. The closing of any sale of Shares under Sections 11(a) or (b) of this Agreement shall occur at such time and place as the purchaser shall specify, but in any event within 30 days after the later of: (i) the date of the exercise of the option set forth in Section 11(a) or the last offer of Shares set forth in Section 11(b), as the case may be, or (ii) the determination of fair market value per Share (if applicable) as set forth in Section 11(d) of this Agreement.
