Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party i...n accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party's obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of its decision to enter into and deliver this Agreement, and such Holder confirms that it has not relied on the advice of the Parent, the Parent's legal counsel, or any other person.3. Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Parent, or any economic interest in or derivative of such stock, other than those shares of Parent Common Stock specified on the signature page hereto. For purposes of this Agreement, the shares of Parent Common Stock beneficially owned by the Holder as specified on the signature hereto, together with any shares of Parent Common Stock acquired during the Lock-Up Period, if any, are collectively referred to as the "Lock-up Shares"; provided, however, that the number of shares of Parent Common Stock that otherwise would be Lock-up Shares shall be reduced (pro-rata for all Holders executing this Agreement) solely to the extent necessary to ensure that as of the Closing of the Merger, the Market Value of Unrestricted Publicly Held Shares (as such terms are defined in Rule 5005(a)(23) and 5005(a)(46), respectively, of the Nasdaq Listing Rules) of the Parent is sufficient to meet the requirements of Rule 5405(b)(3)(B). View More