Common use of Shareholder Representations Clause in Contracts

Shareholder Representations. Each shareholder of ECBC represents to USA that he has the right, power, and authority to enter into, and perform his obligations under this Agreement. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his shares in ECBC pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, or agreement to which he is a party, or by which he may be bound, nor will any consents or authorizations of any party be required. Each shareholder of ECBC represents and warrants to USA that the shares of ECBC that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ECBC understands that the shares being acquired from USA represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.