REPRESENTATIONS AND WARRANTIES OF THE CLASS B SHAREHOLDERS. Each Class B Shareholder severally, and not jointly, represents and warrants to the LLC and to each other Class B Shareholder that (a) this Agreement has been duly authorized, executed and delivered by such Class B Shareholder or his, her or its attorney-in-fact on behalf of such Class B Shareholder and is a valid and binding agreement of such Class B Shareholder, enforceable against such Class B Shareholder in accordance with its terms; (b) the execution, delivery and performance by such Class B Shareholder of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such Class B Shareholder is a party or, if applicable, the organization documents of such Class B Shareholder; and (c) such Class B Shareholder has good and marketable title to the Shares owned by such Class B Shareholder as of the date hereof free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE CLASS B SHAREHOLDERS. Each Class B Shareholder, severally and not jointly, represents and warrants to Parent in respect to itself as follows:
REPRESENTATIONS AND WARRANTIES OF THE CLASS B SHAREHOLDERS. In order to induce Parent, the Investors and the TWI Shareholders to enter into this Agreement, each Class B Shareholder, severally and not jointly, hereby represents and warrants to Parent, the Investors and the TWI Shareholders as follows:
