Common use of Representations and Warranties of Parent Stockholder Clause in Contracts

Representations and Warranties of Parent Stockholder. Each Parent Stockholder, severally, as to such Parent Stockholder, represents and warrants (which representations shall continue for the term of this Agreement) to each of Company and TDS as follows: (a) Such Parent Stockholder has the legal capacity, power and authority to enter into and perform all of such Parent Stockholder's obligations under this Agreement. To the extent such Parent Stockholder is a legal entity, the execution, delivery and performance of this Agreement by such Parent Stockholder has been duly authorized by all requisite corporate or other entity action and does not violate such Parent Stockholder's organizational documents. The execution, delivery and performance of this Agreement by such Parent Stockholder does not violate any other instrument or agreement or any law, regulation or order applicable to such Parent Stockholder or its assets, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Parent Stockholder and constitutes a valid and binding agreement of such Parent Stockholder, enforceable against such Parent Stockholder in accordance with its terms. (i) Such Parent Stockholder is the beneficial owner of, and has good and marketable title to, the VoiceStream Scheduled Shares set forth opposite its name on Schedule I, and (ii) such Parent Stockholder has the sole right to vote, the sole power of disposition with respect to, and the sole power to demand appraisal rights with respect to, the VoiceStream Scheduled Shares set forth opposite its name on Schedule I, and none of such shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of such shares which in any way limits, restricts or conflicts with this Agreement.

Representations and Warranties of Parent Stockholder. Each ---------------------------------------------------- Parent Stockholder, severally, as to such Parent Stockholder, represents and warrants (which representations shall continue for the term of this Agreement) to each of Company and TDS as follows: (a) Such Parent Stockholder has the legal capacity, power and authority to enter into and perform all of such Parent Stockholder's obligations under this Agreement. To the extent such Parent Stockholder is a legal entity, the execution, delivery and performance of this Agreement by such Parent Stockholder has been duly authorized by all requisite corporate or other entity action and does not violate such Parent Stockholder's organizational documents. The execution, delivery and performance of this Agreement by such Parent Stockholder does not violate any other instrument or agreement or any law, regulation or order applicable to such Parent Stockholder or its assets, including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Parent Stockholder and constitutes a valid and binding agreement of such Parent Stockholder, enforceable against such Parent Stockholder in accordance with its terms. (i) Such Parent Stockholder is the beneficial owner of, and has good and marketable title to, the VoiceStream Scheduled Shares set forth opposite its name on Schedule I, and (ii) such Parent Stockholder has the sole right to vote, the sole power of disposition with respect to, and the sole power to demand appraisal rights with respect to, the VoiceStream Scheduled Shares set forth opposite its name on Schedule I, and none of such shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of such shares which in any way limits, restricts or conflicts with this Agreement.