REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each of the Sellers hereby makes the following representations and warranties in respect of itself or its Shares of Common Stock to the Purchaser, each of which is true and correct on the date hereof and shall survive the Closing Date:
2.1 Good Title. Such Seller is the sole beneficial owner of the Shares of Common Stock set forth next to such Sellers name on Annex A hereto and has good and valid title to such Shares of Common Stock, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, Liens), and at the Closing, upon the sale and delivery of, and payment for, such Shares as provided herein, such Seller shall convey to the Purchaser good and valid title to such Shares, free and clear of all Liens. Such Seller has full power and authority to transfer full legal ownership of the Shares of Common Stock set forth next to such Sellers name on Annex A hereto to the Purchaser and is not required to obtain the approval of any person or governmental agency or organization to effect the sale of such Shares of Common Stock.
2.2 Existence and Authority. Such Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Seller has all requisite competence, power and authority to execute and deliver this Agreement and the Letter Agreement, to perform its obligations hereunder and thereunder and to consummate the transaction contemplated hereby and have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Letter Agreement.
2.3 Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by such Seller.
2.4 Absence of Violations; No Conflicts. The execution and delivery of this Agreement by such Seller and the sale of the Shares of Common Stock set forth next to such Sellers name on Annex A hereto by such Seller pursuant to this Agreement have not violated and will not violate the organizational documents of such Seller, any provision of law or regulation or any material contract to which such Seller is a party, or any order or decree of any governmental authority to which such Seller is subject.
2.5 Absence of Proceedings. No actions, suits, investigations or proceedings before or by any court or governmental agency, body or authority, or arbitrator are pending or, to the best of such Sellers knowledge, threatened or contemplated, that could impair the ability of such Seller to perform its obligations hereunder or to consummate the transaction contemplated hereby.
2.6 Absence of Manipulation. Such Seller has not taken, directly or indirectly, any action which would reasonably be expected to constitute stabilization or manipulation of the price of Common Stock to facilitate the sale of the Shares of Common Stock.