Common use of Representations by Seller Clause in Contracts

Representations by Seller. Seller warrants and represents that the Shares are duly authorized, validly issued, fully paid and nonassessable, and owned by Seller free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Shares are subject to no restrictions with respect to transferability to Buyer, except for those restrictions contained in the Shareholders’ Agreement, or otherwise required by federal and state securities laws. Upon transfer of the Shares by Seller, Buyer will receive good and marketable title to such Shares, free and clear of all security interests, liens, encumbrances, charges, assessments and adverse claims.