REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS. 12 (A) Representations and Warranties of COMPANIES and STOCKHOLDERS........12 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

Related to REPRESENTATIONS AND WARRANTIES OF COMPANIES AND STOCKHOLDERS

Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:
Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:
Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:
Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):
Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

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