Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four (4) years (the last day of such period being hereinafter called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.19 and 5.20, (iii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iv) solely for purposes of Section 11.1(iii) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii) hereof.

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The Each of the COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Funding and Consummation Date, and that such representations and warranties shall survive the Closing Funding and Consummation Date for a period of four (4) years twelve months (the last day of such period being hereinafter called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.19 and 5.20, (iii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date time as the limitations period has run for all tax periods ended on or prior to the Closing Funding and Consummation Date, which date shall be deemed to be the Expiration Date for Section 5.22, 5.22 and (ivii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereofhereof has been made on a timely basis, all warranties and representations shall survive until such date as solely to the limitations period has run extent that in connection with the IPO, CSI actually incurs liability under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all or any other applicable Federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which date shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 11.1(iii) hereof5, the term COMPANY shall mean and refer to the COMPANY and all of its subsidiaries, if any.

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The ---------------------------------------------------------- COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four two (42) years (the last day of such period being hereinafter is herein called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section Sections 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.13, 5.19 and 5.20, (iiiii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iviii) solely for purposes of Section 11.1(iii11.1(iv) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii11.1(iv) hereof.

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The Each of the COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 7.8 hereof, shall be true at the time of Pre-the Closing and the Closing Funding and Consummation Date, and that such representations and warranties shall survive the Closing Funding and Consummation Date for a period of four twelve (412) years months (the last day of such period being hereinafter called the "Expiration Date"), except that (i) the representations and warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.19 and 5.20, (iii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date time as the statute of limitations period has run for all tax periods (and any portions thereof) ended on or prior to the Closing Funding and Consummation Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (ivii) solely for purposes of Section 11.1(iii) hereof, all warranties and representations shall survive until such date as solely to the limitations period has run extent that, in connection with the IPO, PC actually incurs liability under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all or any other applicable Federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable statute of limitations period, which date shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 11.1(iii) hereof.5, the term the "

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. (A) Representations and Warranties of COMPANY and STOCKHOLDERS. ---------------------------------------------------------- The COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four two (42) years (the last day of such period being hereinafter is herein called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section Sections 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.13, 5.19 and 5.20, (iiiii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iviii) solely for purposes of Section 11.1(iii11.1(iv) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii11.1(iv) hereof.

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The ---------------------------------------------------------- COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) (which includes 5.1 through 5.27) are true at the date of this Agreement and, subject to Section 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four two (42) years (the last day of such period being hereinafter is herein called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section Sections 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.13, 5.19 and 5.20, (iiiii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to before the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iviii) solely for purposes of Section 11.1(iii11.1(iv) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii11.1(iv) hereof. Disclosures or information in any Schedules attached hereto shall be deemed to be disclosures or information for all other Schedules attached hereto. For purposes of this Agreement, "to the knowledge of COMPANY" and similar phrases will mean to the actual knowledge of an officer or director of COMPANY, without investigation.

REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The --- ---------------------------------------------------------- COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant 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 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four two (42) years (the last day of such period being hereinafter is herein called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section Sections 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.13, 5.19 and 5.20, (iiiii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iviii) solely for purposes of Section 11.1(iii11.1(iv) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii11.1(iv) hereof.