REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that such Selling Stockholder:
REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally and not jointly represents and warrants to the several Underwriters, as of the date hereof and as of each Closing Date, and agrees with the several Underwriters, that:
REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder severally represents and warrants to the several Underwriters that such Selling Stockholder: (i) Now has, and on the Option Closing Date (as hereinafter defined) will have, valid title to the Stock to be sold by such Selling Stockholder, free and clear of any Adverse Claim within the meaning of the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania ("Adverse Claim") and has full legal right and capacity to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined). (ii) Now has, and on the Option Closing Date will have, upon delivery of and payment for each share of Stock being sold by such Selling Stockholder hereunder, full legal right and capacity required by law to sell, transfer, assign and deliver such shares, and no consent, approval, authorization or order of any court or governmental agency or body or self-regulatory body is required for the consummation by such Selling Shareholder of the transactions contemplated by this Agreement, except such as may be required by the Commission or the National Association of Securities Dealers, Inc. (the "NASD") or under the securities or "Blue Sky" laws of any jurisdiction in connection with the purchase and distribution of the Stock by the Underwriters; and, upon delivery and payment for such shares as contemplated hereby, the several Underwriters will acquire valid title to such shares, free and clear of any Adverse Claim.
REPRESENTATIONS AND WARRANTIES AND AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder represents and warrants to, and agrees with, the several International Managers that such Selling Stockholder:
