Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Shareholder represents and warrants to SPAC as follows: (a) Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Shareholder's powers and have been duly authorized by all necessary actions on the part of Shareholder. This Agreement has been duly executed and delivered by Shareholder and, assu...ming due authorization, execution and delivery by the other Party, this Agreement constitutes a legally valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good title to, all of the Securities, and there exist no liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such securities (other than transfer restrictions under the Securities Act of 1933, as amended)) affecting any such Securities, other than pursuant to ordinary course brokerage arrangements. (c) The execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Shareholder, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any contract binding upon Shareholder or the Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Agreement. 2 (d) There are no actions pending against Shareholder or, to Shareholder's knowledge, threatened against Shareholder, before (or, in the case of threatened actions, that would be before) any arbitrator or any governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Shareholder of its obligations under this Agreement. View More