REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS Clause Samples

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each Principal Shareholder, severally and not jointly, represents and warrants to Parent, the Banks and Purchaser, as of the date hereof and as of the Closing Date, as follows:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 8 3.1 CAPACITY; AUTHORITY; NO CONSENTS. ............... 8 3.2

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. The ------------------------------------------------------------ Principal Shareholders jointly, but not severally, represent and warrant to GBB as follows: (a) The Principal Shareholders understand that the GBB Stock being issued under this Agreement has not been registered under the Securities Act and is being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the representations contained herein. (b) The Principal Shareholders are acquiring the GBB Stock to be issued under this Agreement for their own account for investment and not as a nominee and not with a view to the distribution thereof. (c) The Principal Shareholders acknowledge that GBB shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section and shall transfer such shares on the books of GBB only to the extent not inconsistent therewith. (d) The Principal Shareholders acknowledge that they are aware of Rule 144 promulgated under the Securities Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. (e) The Principal Shareholders have been furnished with such written information regarding GBB, and the Principal Shareholders have had the opportunity to ask questions of, and receive answers from, GBB or any Person acting on GBB's behalf, concerning the business, operations, assets (including intangible assets), financial condition, results of operations and prospects of GBB, as the Principal Shareholders have deemed necessary or appropriate for purposes of their investment decision. (f) The Principal Shareholders understand and acknowledge that the certificates evidencing their shares of GBB Stock to be issued under this Agreement will be imprinted with a legend stating in substance the following: THE COMMON STOCK REPRSENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. The Principal Shareholders and GBB acknowledge and agree that this legend and the notation in GBB's stock books referred to above will be removed upon any registration of the shares of GBB Stock issued under this Agreement, the expiration of the applicable holding per...

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders, severally but not jointly, hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the Disclosure Schedule and dated as of the date hereof, on the date hereof and as of the Effective Time, as though made at the Effective Time, as follows:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. [Each of Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇ (the “Principal Shareholder[s]”), severally but not jointly, represents and warrants to each Underwriter that:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. The Principal Shareholders represent and warrant to the Purchaser and the Merger Subsidiary as follows:

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 24 - ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT AND ACQUISITION...............................- 25 - 5.1 Corporate Organization.............................- 25 - 5.2 Authorization......................................- 26 - 5.3 Consents and Approvals; No Violations..............- 26 - 5.4 Capitalization.....................................- 27 - 5.5 SEC Reports and Financial Statements...............- 27 - 5.6 Absence of Certain Changes.........................- 28 - 5.7 Litigation.........................................- 28 - 5.8 Tax Treatment of Merger............................- 28 - 5.9 Disclosure.........................................- 28 - ARTICLE VI CONDUCT OF BUSINESS OF THE COMPANY AND THE PARENT PRIOR TO THE EFFECTIVE TIME......................- 29 - 6.1 Conduct of Business of the Company.................- 29 - 6.2 Conduct of Business of the Parent..................- 30 - 6.3 Conduct of Business of Acquisition.................- 31 - 6.4 Other Negotiations.................................- 31 - (ii)

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders separately represents and warrants to CalEx that: (a) each is the beneficial owner of his OPS Shares and has or will at the time of Closing have good and sufficient right and authority to sell his OPS Shares and to transfer legal and beneficial title and ownership of his OPS Shares to CalEx; (b) at the time of Closing, his OPS Shares will be free and clear of all liens, charges and encumbrances; (c) there are no agreements, options, rights or privileges being or capable of becoming an agreement for the purchase of either of the Shareholder's OPS Shares; and (d) to the best of their knowledge, the representations and warranties of OPS in paragraph 2 are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 10 Section 3.1