Representations and Warranties of Shareholders Sample Clauses

Representations and Warranties of Shareholders. The Shareholder hereby represents and warrants to Parent and Merger Subsidiary as follows:

Representations and Warranties of Shareholders. Each Shareholder hereby severally represents and warrants to Purchaser as follows:

Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to Purchaser as of the date hereof as follows:

Representations and Warranties of Shareholders. Shareholders, jointly and severally, represent and warrant to Buyer as follows:

Representations and Warranties of Shareholders. Each of the Shareholders represents and warrants to Parent as follows:

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally (and not jointly) represents and warrants to the Parent with respect to itself, as follows:

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent, as of the date of this Agreement, as of the Company Shareholder Meeting, and, if such Shareholder beneficially owns any Parent Registered Shares as of the Parent Shareholder Meeting, as of the Parent Shareholder Meeting, as follows:

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record or beneficial owner of, and has good and valid title to, the Owned Shares set forth opposite his or her name on Schedule A hereto, free and clear of Liens other than as created by this Agreement. Each Shareholder has sole or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power of disposition, sole or joint (with the other Shareholder) power to demand appraisal rights and sole or joint (with the other Shareholder) power to agree to all of the matters set forth in this Agreement, as appropriate, in each case with respect to those Owned Shares set forth opposite his or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of the Shareholders, (iii) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (v) Shares held by the Company’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject to any voting trust agreement or other Contract to which any Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married to one another. (c) Neither the execution, deli...