Common use of The Shareholders Clause in Contracts

The Shareholders. Each of the Selling Shareholders warrants and represents that he or she has all the necessary right, power, legal capacity and authority to execute, deliver and perform this Agreement and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to which such Selling Shareholder is or is to be a party and to perform such Selling Shareholder's obligation under this Agreement, including, without limitation, the transfer of the Shares to the Purchaser. Each of the Selling Shareholders further warrants and represents that his or her place of residence is as stated in Schedule 1 and that such place of residence will not impose on the Purchaser more onerous obligations than those which would normally be incurred by the Purchaser with respect to a Selling Shareholder who is a resident of Canada. Each Selling Shareholder shall reimburse to the Purchaser any and all amounts which the Purchaser could be called upon to pay in addition to the Purchase Price to discharge any tax liability or other fiscal obligation with respect to a Selling Shareholder who is not a resident of Canada. The execution and delivery by each Selling Shareholder that is a corporation, partnership, limited liability company, limited partnership or other legal entity of this Agreement and all agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by such Selling Shareholder and the performance by such Selling Shareholder of its obligations contemplated by this Agreement and thereby have been duly and validly authorised by all necessary actions on the part of such Shareholder. This Agreement has been duly executed and delivered by the Selling Shareholders or duly authorised representatives thereof and constitutes, and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by any Shareholder, when executed and delivered by such Shareholder or duly authorised representative(s) thereof, will constitute, the legal, valid and binding obligation of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with its terms.