REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS. 9 (A) Representations and Warranties of COMPANIES and STOCKHOLDERS.........9 5.1
REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS. Each of the COMPANIES and the STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Date. Each of the COMPANIES and the STOCKHOLDERS agrees that such representations and warranties shall survive the Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Closing Date, which shall be deemed to be the Expiration Date for Section 5.23 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, VPI actually incurs liability under the 1933 Act, the 1934 Act or any other federal or state securities laws as a result of a breach of a representation or warranty by the COMPANIES or the STOCKHOLDERS, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 5, the term "COMPANY" shall mean and refer to each COMPANY and all of its Subsidiaries, if any.
REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS. 10 (A) Representations and Warranties of COMPANIES and STOCKHOLDERS..........10 5.1 Due Organization...................................................11 5.2 Authority..........................................................12 5.3 Capital Stock of the COMPANIES.....................................12 5.4 Transactions in Capital Stock......................................13 5.5
REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS. Each of the COMPANIES and the STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Date. Each of the COMPANIES and the STOCKHOLDERS agrees that such representations and warranties shall survive the Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.23
