Representations and Warranties Relating to Transfer. In the event that any Shareholder Transfers Shares or other Equity Securities pursuant to ARTICLE X or ARTICLE XI, such Shareholder shall be required to make the following representations and warranties in connection with such Transfer: (a) such Shareholder has the sole and exclusive ownership of, and good and marketable title to, the Shares or other Equity Securities being Transferred; (b) the Shares and other Equity Securities to be Transferred by such Shareholder are free and clear of all Liens (except as set forth in this Agreement and the Constitution); (c) such Shareholder has the requisite corporate, limited liability company or other power and authority, to enter into the documents required to be executed and delivered by such Shareholder in connection with such Transfer (“Transfer Documents”) and to perform such Shareholder’s obligations thereunder. Such Shareholder’s execution, delivery and performance of the Transfer Documents has been duly and validly authorized and approved by all necessary corporate or other action. Such Shareholder has duly executed and delivered the Transfer Documents, and the Transfer Documents constitute such Shareholder’s legal, valid and binding obligations, enforceable against such Shareholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity; (d) the execution and delivery of the Transfer Documents to which such Shareholder is a party and the consummation of the transactions contemplated thereby do not and will not conflict with or result in the breach of any term or provision of, or constitute a default under, (i) any Contract to which such Shareholder is a party or by which such Shareholder is bound (other than those Contracts the consequence of a violation of which would not reasonably be expected to adversely affect such Shareholder’s ability to consummate the transactions contemplated by the Transfer Documents or the performance of such Shareholder’s obligations under any Transfer Document), or (ii) any Law, rule or regulation or order, judgment or decree of any court or Governmental Authority applicable to such Shareholder, or the organizational documents of such Shareholder; (e) no consent, approval or authorization of, or registration, declaration or filing with, any Governmental Author...
Representations and Warranties Relating to Transfer. In the event that any Shareholder Transfers Shares pursuant to this Article 10, such Shareholder shall be required to make the following representations and warranties in connection with such Transfer:
Representations and Warranties Relating to Transfer. In the event that any Shareholder Transfers Shares pursuant to this Section 5, such Shareholder shall be required to make the following representations and warranties in connection with such Transfer:
