REPRESENTATIONS AND WARRANTIES BY SELLER AND STOCKHOLDERS. Seller and Stockholders jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES BY SELLER AND STOCKHOLDERS. Each Stockholder represents and warrants solely with respect to himself or herself that he or she has the authority and capacity to execute, deliver and perform this Agreement and the Ancillary Agreements to which he or she will become a party, that his or her execution and delivery of this Agreement and the Ancillary Agreements to which he or she will become a party and his or her performance thereunder will not violate, conflict with or breach any other agreement or instrument to which he or she is a party or give rise to any Lien or claim with respect to the shares of Class A common stock of Seller held by him or her. Each Stockholder further represents and warrants to Buyer that he or she owns the shares of Seller's Class A common stock, free and clear of all Liens, set forth on SCHEDULE 3.01(b) opposite his or her respective name, and has the full right and authority to vote the shares with respect to all matters, including the approval of the transactions contemplated hereunder, and he or she has done so. Seller represents and warrants to Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be true, correct and complete in all material respects (except to the extent that such representations and warranties are qualified by the terms "material", "Material Adverse Effect" or "Material Adverse Change", in which case such representations and warranties (as so written, including the term "material", "Material Adverse Effect" or "Material Adverse Change") shall be true, correct and complete in all respects) as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III).
