Common use of XXXX INVESTMENT Clause in Contracts

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company.

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of -27- certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company.

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company.