Power and Authority to Transfer. The Seller (i) is the sole record and beneficial owner of the Shares, (ii) has the full right, power and authority to enter into this Agreement and (iii) will have, on the Closing Date (assuming the satisfaction of the conditions set forth in Section 5(d) and Section 6(e) hereto), full right, power and authority to sell, assign, transfer and deliver all right, title and interest to the Shares free and clear of all liens or encumbrances to the Buyer (other than any liens or encumbrances that may arise under federal securities laws as a result of the Buyer’s ownership of Common Stock other than the Shares). All action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement, the sale of the Shares and the performance of all of the Seller’s obligations hereunder has been taken. This Agreement, when executed and delivered by the Seller, shall constitute a valid and binding obligation of the Seller.
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Power and Authority to Transfer. The Seller (i) is the sole record and beneficial owner of the Shares, (ii) has the full right, power and authority to enter into this Agreement and (iii) will have, on the Closing Date (assuming the satisfaction of the conditions set forth in Section 5(d5(c) and Section 6(e6(d) hereto), full right, power and authority to sell, assign, transfer and deliver all right, title and interest to the Shares free and clear of all liens or encumbrances to the Buyer (other than any liens or encumbrances that may arise under federal securities laws as a result of the Buyer’s ownership of Common Stock other than the Shares). All action on the part of the Seller necessary for the authorization, execution, delivery and performance of this Agreement, the sale of the Shares and the performance of all of the Seller’s obligations hereunder has been taken. This Agreement, when executed and delivered by the Seller, shall constitute a valid and binding obligation of the Seller.
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