Common use of REPRESENTATIONS AND WARRANTIES OF APPLE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF APPLE. Apple hereby represents and warrants to Cornerstone as follows: (a) Apple has full legal right, power and authority to enter into this Share Purchase Option Agreement and the Registration Rights Agreement referred to in Section 7 hereof, and to consummate the transactions contemplated herein and therein. This Share Purchase Option Agreement has been, and the Registration Rights Agreement referred to in Section 7 hereof will be, duly authorized by all necessary corporate action, and each will constitute the valid and binding obligation of Apple, enforceable in accordance with their respective terms. (b) The Common Shares have been validly authorized and, when issued to Cornerstone, will be duly and validly issued, fully paid, nonassessable and free of preemptive or similar rights. Authorized and unissued Common Shares sufficient to satisfy Apple's obligation to issue such shares to Cornerstone shall at all times be reserved by Apple. (c) Assuming the accuracy of the representations of Cornerstone set forth in Section 5 hereof, (i) the Common Shares will have been issued, offered and sold to Cornerstone in compliance with all applicable laws (including, without limitation, federal and state securities laws) and (ii) each consent, approval, authorization, order, license, certificate, permit, registration, designation or filing by or with any governmental agency or body necessary for the valid authorization, issuance, sale and delivery of any Common Shares to Cornerstone, the execution, delivery and performance of this Agreement and the Registration Rights Agreement referred to in Section 7 hereof and the consummation by Apple of the transactions contemplated hereby and thereby has been made or obtained and is in full force and effect. (d) Neither the issuance, sale and delivery to Cornerstone by Apple of the Common Shares, nor the execution, delivery and performance of this Agreement and the Registration Rights Agreement referred to in Section 7 hereof, nor the consummation of the transactions contemplated hereby or thereby by Apple will conflict with or result in a breach or violation of any of the terms and provisions of, or (with or without the giving of notice or passage of time or both) constitute a default under, any agreement to which Apple is a party, the certificate of incorporation, bylaws of Apple, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which Apple is a party or to which any of its properties or other assets is subject, or any applicable statute, judgment, decree, rule or regulation of any court or governmental agency or body applicable to Apple or its assets, or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of Apple. (e) No consent, license, permit or filing of or with any governmental authority or any person is required in connection with Apple's execution, delivery and performance of this Share Purchase Option Agreement except as has been obtained by Apple. (f) No finder, broker, agent, financial advisor or other intermediary has acted on behalf of Apple in connection with the purchase of the Common Shares pursuant to this Share Purchase Option Agreement or the negotiation or consummation hereof. The foregoing representations and warranties are true and accurate as of the date hereof, or such other date as of which they are deemed to be made, and shall be true and accurate as of the date of each purchase of Common Shares made hereunder, and shall survive such dates.