Common use of Representations and Warranties of the Trustees Clause in Contracts

Representations and Warranties of the Trustees. Each Trustee represents and warrants to Parent and Purchaser as follows: (a) The Trustees have, in trust, good and marketable record title to the Shares, free and clear of any claims, security interests, liens and encumbrances, and the transfer of such portion of the Shares hereunder will pass to Purchaser (or to Parent pursuant to the exercise of the Option) good and marketable record title to such portion of the Shares, free and clear of any claims, security interests, liens and encumbrances whatsoever. (b) Jame▇ ▇▇▇▇▇▇▇▇▇, ▇▇nn▇▇ ▇▇▇▇▇▇ ▇▇▇ Char▇▇▇ ▇▇▇▇ ▇▇▇ the only lawful and duly appointed trustees of the Voting Trust and have the full power, authority and legal right to enter into this Agreement and to carry out the transactions contemplated hereby. (c) This Agreement constitutes the legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other