Common use of Covenants and Warranties of Undersigned Clause in Contracts

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, warrants and agrees that: (a) The Purchaser Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser has informed the undersigned that any distribution by the undersigned of Purchaser Common Stock has not been registered under the 1933 Act and that shares of Purchaser Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser Common Stock.

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, warrants and agrees that: (a) The Purchaser Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser has informed the undersigned that any distribution by the undersigned of Purchaser Common Stock has not been registered under the 1933 Act and that shares of Purchaser Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's ’s shares of Purchaser Common Stock.

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, --------------------------------------- warrants and agrees that: (a) The Purchaser Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser has informed the undersigned that any distribution by the undersigned of Purchaser Common Stock has not been registered under the 1933 Act and that shares of Purchaser Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser Common Stock.

Covenants and Warranties of Undersigned. The --------------------------------------- undersigned --------------------------------------- represents, warrants warrants, and agrees that: (a) The Purchaser UPC Common Stock received by the undersigned as a result of the Merger will be taken for his or her the undersigned's own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser UPC has informed the undersigned that any distribution by the undersigned of Purchaser UPC Common Stock has not been registered under the 1933 Act and that shares of Purchaser UPC Common Stock received pursuant to the Merger can only be sold by the undersigned (i1) following registration under the 1933 Act, or (ii2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser UPC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser UPC Common StockStock or to take any other action necessary to make compliance with an exemption from such registration available.

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, warrants and agrees that: (a) The Purchaser Holdco Common Stock received by the undersigned as a result of the Merger will be taken for his or her the undersigned's own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser Holdco has informed the undersigned that any distribution by the undersigned of Purchaser Holdco Common Stock has not been registered under the 1933 Act and that shares of Purchaser Holdco Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser Holdco is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser Holdco Common Stock.

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- ------------------------------------------- represents, warrants and agrees that: (a) The Purchaser Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser has informed the undersigned that any distribution by the undersigned of Purchaser Common Stock has not been registered under the 1933 Act and that shares of Purchaser Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser Common Stock.

Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, --------------------------------------- warrants and agrees that: (a) The Purchaser SNB Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part. (b) Purchaser SNB has informed the undersigned that any distribution by the undersigned of Purchaser SNB Common Stock has not been registered under the 1933 Act and that shares of Purchaser SNB Common Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Purchaser SNB is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser SNB Common Stock.