Representations and Warranties of the Selling Securityholders. Each ------------------------------------------------------------- Selling Securityholder, severally and not jointly, represents and warrants to, and agrees with, each of the several Underwriters that:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Date and agrees with each Underwriter, as follows:
Representations and Warranties of the Selling Securityholders. Except as set forth in the Disclosure Schedules with respect to specific sections of this Article 3, or as disclosed in another section of the Disclosure Schedule, if it is reasonably apparent on the face of the Disclosure Schedule that it is applicable to another section of this Article 3, as of the date of this Agreement and as of the Closing, each of the Selling Securityholders represents and warrants as to such Selling Securityholder only, severally and not jointly, to and for the benefit of the Indemnitees, as follows:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder represents and warrants as to itself only, to the Purchaser as follows:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to Buyer and Merger Sub as of the Effective Date as follows:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder or, as applicable, the named Selling Securityholder, severally as to him, her or it and not jointly, represents and warrants to Buyer and the Company as follows:
Representations and Warranties of the Selling Securityholders. Each -------------------------------------------------------------- Selling Securityholder represents and warrants to, and agrees with, each of the several Underwriters that: 3. (a) Such Selling Securityholder has full power to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriters the Securities to be sold by such Selling Securityholder hereunder in accordance with the terms of this Agreement; and this Agreement has been duly executed and delivered by such Selling Securityholder. (b) (c) Such Selling Securityholder has duly executed and delivered a power of attorney and custody agreement (with respect to such Selling Securityholder, the "Power-of-Attorney" and the "Custody Agreement", respectively), each in the form heretofore delivered to the Representatives, appointing Xxxxx X. XxXxxxx as such Selling Securityholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute, deliver and perform this Agreement on behalf of such Selling Securityholder and appointing Xxxxx X. XxXxxxx, as custodian thereunder (the "Custodian"). Certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Securities to be sold by such Selling Securityholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. Such Selling Securityholder has full power to enter into the Custody Agreement and the Power-of-Attorney and to perform its obligations under the Custody Agreement. The Custody Agreement and the Power-of-Attorney have been duly executed and delivered by such Selling Securityholder and, assuming due authorization, execution and delivery by the Custodian, are the legal, valid, binding and enforceable instruments of such Selling
Representations and Warranties of the Selling Securityholders. (a) The Selling Securityholders will have on the Closing Date, good, valid and marketable title to securities listed on Schedule B hereto to be sold by such Selling Securityholders to the Representatives, free and clear of any liens, charges, claims, encumbrances, pledges, security interests, restrictions, equities, stockholders' agreements, voting trusts or defects in title whatsoever; and upon delivery of such Securities and payment of the purchase price therefor as contemplated in this Agreement, each of the Representatives will receive good and marketable title to such Securities purchased by it from such Selling Securityholders, free and clear of any lien, charge, claim, encumbrance, pledge, security interest, restriction, equity, shareholders' agreement, voting trust, community property right or defect in title whatsoever; and other than as described in the Registration Statement and the Prospectus or created hereby, there are no outstanding options, warrants, rights, or other agreements or arrangements requiring such Selling Securityholders at any time to transfer any Securities to be sold hereunder by such Selling Securityholders.
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to each Manager that: 26
