Common use of Representations at Closing Clause in Contracts

Representations at Closing. At the closing of any purchase of any Shares contemplated herein, all of such Shares being transferred to Powertel and any common stock of Powertel being transferred to Sonera shall be issued, sold, transferred or assigned free and clear of any and all liens, claims or encumbrances. Each of Powertel and Sonera shall provide to the other party to the transaction the following representations and warranties, as applicable to such party: (a) the transferor has all requisite organizational power and authority to issue, sell, transfer or assign the respective stock being so transferred, and all corporate action necessary to approve the issuance, sale, transfer or assignment of the respective stock being so transferred has been taken; (b) the transferor has clear and marketable title to the respective stock being so transferred, free from any and all liens, claims or encumbrances, and there are no outstanding contracts, options, other rights to purchase or acquire or other restrictions applicable to the respective stock being so transferred; (c) the transferor is under no obligation to obtain any prior approval of any third party or governmental agency, including without limitation, the Federal Communications Commission (the "FCC"), the Federal Trade Commission or the United States Department of Justice, for the lawful transfer of the respective stock, except for such approvals as will be obtained prior to the completion of such transfer; (d) the respective stock being so transferred is duly authorized, validly issued, fully paid and non-assessable, and the respective stock will be issued, sold, transferred or assigned by the transferor in conformity with all applicable laws, including any

Representations at Closing. At the closing of any purchase of any Shares of the Total Subject Stock contemplated herein, all of such Shares Total Subject Stock being transferred to Powertel or Sonera and any common stock of Powertel being transferred to Sonera Investors shall be issued, sold, transferred or assigned free and clear of any and all liens, claims or encumbrances. Each of Investors, Powertel and Sonera shall provide to the other party to the transaction the following representations and warranties, as applicable to such party: (a) the transferor has all requisite organizational power and authority to issue, sell, transfer or assign the respective stock being so transferred, and all corporate action necessary to approve the issuance, sale, transfer or assignment of the respective stock being so transferred has been taken; (b) the transferor has clear and marketable title to the respective stock being so transferred, free from any and all liens, claims or encumbrances, and there are no outstanding contracts, options, other rights to purchase or acquire or other restrictions applicable to the respective stock being so transferred; (c) the transferor is under no obligation to obtain any prior approval of any third party or governmental agency, including without limitation, the Federal Communications Commission (the "FCC"), the Federal Trade Commission or the United States Department of Justice, for the lawful transfer of the respective stock, except for such approvals as will be obtained prior to the completion of such transfer; (d) the respective stock being so transferred is duly authorized, validly issued, fully paid and non-assessable, and the respective stock will be issued, sold, transferred or assigned by the transferor in conformity with all applicable laws, including anyany federal and state securities laws applicable to the transferor (assuming the accuracy of any representations made by the acquiror with regard thereto); (e) the acquiror is acquiring the respective stock for the acquiror's own account solely for the purpose of investment, and the acquiror is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended.