REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. Selling Stockholder hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants to each Underwriter (a) that the Selling Stockholder now has valid marketable title to such number of shares of the Common Stock as are to be sold by the Selling Stockholder pursuant to this Agreement (the "Stockholder Shares"), and on each Closing Date on which the Selling Stockholder will sell Common Stock will have valid and marketable title to the Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, (b) that the Stockholder Shares, when delivered, will have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that the Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and all consents, approvals and authorizations required by law, to enter into this Agreement and to sell, transfer and deliver the Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if Selling Stockholder is a partnership, the partnership agreement or any other agreement or other instrument binding upon the Selling Stockholder, (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, (e) that this Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, valid and binding agreement of the Selling Stockholder, enforceable against it in accordance with its terms, and (f) that all transactions between the Company and the Selling Stockholder have been (i) on terms which were fair to and in the best interest of the Company, (ii) approved by a majority of the Company's directors who did not have an interest in such transaction and (iii) disclosed in the Prospectus to the extent required under the Act or the Rules and Regulations.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. 4 3.1 Certificate of Incorporation and Bylaws; Records. ............ 5 3.2 Capitalization, Etc........................................... 5 3.3
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrants, to the best of the Selling Stockholder's knowledge but without any obligation to independently confirm the accuracy thereof, that except as set forth on the Disclosure Schedule attached hereto as Exhibit D:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder represents and warrant to Chuma as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The representations and warranties of the Selling Stockholder set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as if made at and as of the Closing Date, except as otherwise contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling Stockholder hereby represents and warrants to each Underwriter and the Company as follows:
(a) Each of the representations and warranties of the Selling Stockholder set forth in the Purchase Agreement (in substantially the form of such agreements provided to the undersigned) is true and correct;
(b) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder and constitutes a legal and binding obligation of the Selling Stockholder, enforceable in accordance with its terms; and
(c) The Selling Stockholder has full legal right, capacity, power and authority to execute this Agreement, to enter into the Purchase Agreement and to sell, transfer, assign and deliver the Common Stock to be sold by the Selling Stockholder in accordance with the Purchase Agreement and valid and marketable title to such Common Stock will be passed to the Underwriters pursuant to the Purchase Agreement. The Selling Stockholder hereby further represents and warrants that the foregoing representations and warranties will be true and correct on the date the Purchase Agreement is executed and at the Closing Time or the Date of Delivery, as the case may be, referred to in the Purchase Agreement. For purposes of rendering an opinion pursuant to the Purchase Agreement, counsel for the Selling Stockholder may rely on the representations and warranties of the undersigned set forth herein and in the Purchase Agreement as if said representations and warranties had been set forth in a separate certificate directed to said counsel at and as of the Closing Time or each Date of Delivery.
