Common use of Representations of the Holders Clause in Contracts

Representations of the Holders. Each Holder represents and warrants to Allen and any of his designees or assignees that on the date hereof ▇▇▇ ▇t each Closing: (a) such Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms; (c) at each Closing in which Shares held by such Holder or any of its Permitted Transferees are to be purchased and sold, such Holder or one of its Permitted Transferees, as applicable, will own all of the Shares required to be purchased from and sold by such Holder and its Permitted Transferees at such Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Shares), other than those arising under applicable law and those arising under the organizational documents of the Issuer; (d) upon the transfer of any Shares required to be purchased from and sold by such Holder and its Permitted Transferees at any Closing pursuant to Section 3, Allen or his designee will receive good title to the Shares, free an▇ ▇▇▇ar of all liens, encumbrances and adverse interests created by such Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the organizational documents of the Issuer.

Appears in 1 contract

Sources: Put Agreement (Allen Paul G)

Representations of the Holders. Each Holder represents and warrants to Allen and any of his designees or assignees that on the date hereof ▇▇▇ ▇t each Closing: (a) such Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms; (c) at each Closing in which Shares held by such Holder or any of its Permitted Transferees are to be purchased and soldClosing, such Holder or one of its Permitted Transferees, as applicable, Transferees will own all of the Shares CCI Stock required to be purchased from and sold by such Holder and its Permitted Transferees at such Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the SharesCCI Stock), other than those arising under applicable law and those arising under the organizational documents of the IssuerCCI; (d) upon the transfer of any Shares required to be purchased from and sold by such Holder and its Permitted Transferees at any Closing the CCI Stock pursuant to Section 3, Allen or his designee will receive good title to the SharesCCI Stock, free an▇ ▇▇▇ar ▇ clear of all liens, encumbrances and adverse interests created by such the exercising Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the organizational documents of the IssuerCCI.

Appears in 1 contract

Sources: Accretion Put Agreement (Allen Paul G)