Common use of Questionnaires Clause in Contracts

Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become aware of any fact or circumstance which would affect the information disclosed in their Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement. 6. REPRESENTATIONS OF CTS AND NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-laws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.

Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule Schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become aware of any fact or circumstance which would affect the information disclosed in their Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement. 6. REPRESENTATIONS OF CTS AND and NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses business in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's 'S and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-lawsLaws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each of CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.

Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule Schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become aware of any fact or circumstance which would affect the information disclosed in their Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement. 6. REPRESENTATIONS OF CTS AND NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-laws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.

Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule Schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become STOCKHOLDER becomes aware of any fact or circumstance which would affect the information disclosed in their his Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement. 6. REPRESENTATIONS OF CTS AND and NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS STOCKHOLDER that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses business in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's 'S and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-lawsLaws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each of CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.

Questionnaires. The Completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule Schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become STOCKHOLDER becomes aware of any fact or circumstance which would affect the information disclosed in their its Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations under this Agreement. 6. REPRESENTATIONS OF CTS AND and NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS STOCKHOLDER that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses business in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-lawsLaws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each of CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.

Questionnaires. The Completed completed Directors and Officers Questionnaires and Registration Statement Questionnaires attached hereto as schedule Schedule 5.36, present fairly the business and operations of the COMPANY for the time periods with respect to which such information was requested. If, prior to the 25th day after the date of the final prospectus of CTS utilized in connection with the IPO, the STOCKHOLDERS become aware of any fact or circumstance which would affect the information disclosed in their Directors and Officers Questionnaires or their Registration Statement Questionnaires in any material respect, then the relevant STOCKHOLDER shall immediately give notice of such fact or circumstance to CTS. However, subject to the provisions of Section 7.8, such notification shall not relieve the relevant STOCKHOLDER of his or its obligations obligation under this Agreement. 6. REPRESENTATIONS OF CTS AND and NEWCO CTS and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section 6 are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and on the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months. 6.1 Due Organization. CTS and NEWCO are each corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, and are duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on their businesses business in the places and in the manner as now conducted, to own or hold under lease the properties and assets they now own or hold under lease, and to perform all of their obligations under any material agreement to which they are a party or by which their properties are bound. CTS and NEWCO are not qualified to do business as foreign corporations in any jurisdiction, and there is no jurisdiction in which the conduct of CTS's and NEWCO's business or activities or their ownership of assets requires qualification under applicable law, the absence of which would have a Material Adverse Effect on either CTS or NEWCO. True, complete and correct copies of the Certificate or Articles of Incorporation and By-laws, each as amended, of CTS and NEWCO (the "CTS Charter Documents") are all attached hereto as Annex II. The minute books and stock records of each of CTS and NEWCO as heretofore made available to the COMPANY, are correct and complete in all material respects. The most recent minutes of each of CTS and NEWCO, which are dated no earlier than 10 business days prior to the date hereof, affirm and ratify all prior acts of CTS and NEWCO, as the case may be, and of their respective officers and directors.