Representations and Warranties of the Management Stockholders. Each of the Management Stockholders hereby individually represents, warrants and covenants to Company and the Carlyle Stockholders as follows: (a) such Person has full legal capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Person enforceable against such Person in accordance with its terms; and (c) the execution, delivery and performance by such Person of this Agreement does not and will not: (i) violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Person, or require such Person to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; or (ii) constitute a breach of or default under any material agreement to which such Person is a party.
Representations and Warranties of the Management Stockholders. Each Management Stockholder represents and warrants to the Company as follows:
Representations and Warranties of the Management Stockholders. Each Management Stockholder represents and warrants to the Parents and Merger Sub, severally as to himself and with respect to his Shares, as follows:
Representations and Warranties of the Management Stockholders. Each of the Management Stockholders hereby represents and warrants severally and not jointly to the MD Stockholders and the SLP Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Management Stockholder hereby represents and warrants to the MD Stockholders and the SLP Stockholders and the Company on the date of its execution of a Joinder Agreement) as follows:
Representations and Warranties of the Management Stockholders. Each Management Stockholder, severally and not jointly, represents and warrants to each of the other parties to this Agreement as follows:
Representations and Warranties of the Management Stockholders. Each Management Stockholder hereby, severally and not jointly, represents and warrants to the Investor and USX, in each case only as to himself and not as to any other Management Stockholder, as follows:
Representations and Warranties of the Management Stockholders. Each of the Management Stockholders hereby represents and warrants severally and not jointly to the Sponsor Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Management Stockholder hereby represents and warrants to the Sponsor Stockholders and the Company on the date of its execution of a Joinder Agreement) and as follows:
Representations and Warranties of the Management Stockholders. 6 3.1 Organization, Authorization and Validity of Basic Agreements ... 6 3.2 Title .......................................................... 7 3.3
Representations and Warranties of the Management Stockholders. Each of the Management Stockholders represents and warrants to the Company and the Acquiring Investors that the statements contained in this Section 3.6 are correct and complete as of the date of this Agreement, except as disclosed in the Disclosure Schedule.
Representations and Warranties of the Management Stockholders. Each of the Management Stockholders, individually and not jointly, hereby represents, warrants and covenants to the Company and the Investors as follows: (a) such Management Stockholder has full authority, power and capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Management Stockholder enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by such Management Stockholder of this Agreement (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Management Stockholder, or require such Management Stockholder to obtain any approval, consent or waiver of, or to make any filing with, any other Person that has not been obtained or made and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Management Stockholder is a party or by which the property of such Management Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Management Stockholder.
