Common use of REPRESENTATIONS AND WARRANTIES OF ESB Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ESB. ESB hereby represents and warrants to SHS as follows: (a) This Agreement has been duly authorized, executed and delivered by ESB and constitutes a valid and binding agreement of ESB, enforceable against ESB in accordance with its terms, except to the extent that the obligations of ESB set forth in Section 8(b) and (d) hereof may be unenforceable under applicable federal and state securities laws. (b) ESB is acquiring the Option for the purpose set forth in the second Whereas clause of this Agreement and hereby acknowledges that (i) the Option has not been, and the Shares may not be, registered under the Securities Act or any other applicable securities registration requirements and (ii) the Option and the Shares may not be transferred except in compliance with applicable registration requirements or an available exemption therefrom.

REPRESENTATIONS AND WARRANTIES OF ESB. ESB hereby represents and warrants to SHS WSB as follows: (a) This Agreement has been duly authorized, executed and delivered by ESB and constitutes a valid and binding agreement of ESB, enforceable against ESB in accordance with its terms, except to the extent that the obligations of ESB set forth in Section Sections 8(b) and (d) hereof may be unenforceable under applicable federal and state securities laws. (b) ESB is acquiring the Option for the purpose set forth in the second Whereas clause of this Agreement and hereby acknowledges that (i) the Option has not been, and the Shares may not be, registered under the Securities Act or any other applicable securities registration requirements and (ii) the Option and the Shares may not be transferred except in compliance with applicable registration requirements or an available exemption therefrom.