Common use of Representations of Stockholder Clause in Contracts

Representations of Stockholder. The Stockholder represents and warrants to IMS that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of record each of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.

Representations of Stockholder. The Stockholder represents and warrants to IMS Liquid that (a) such the Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and of record each that number of the shares of Alliance Preferred Stock and Alliance Common Stock, par value $0.001 per shareset forth on Exhibit A hereto (collectively, of TriZetto (the "TRIZETTO COMMON STOCKShares"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") respectively, free and clear of all liensany mortgage, claims, chargespledge, security interests interest, encumbrance, charge or other encumbrances lien (whether arising by contract or operation of law) and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such the Stockholder is a party relating to the pledge, disposition or Voting (as defined herein) of any shares of capital stock of TriZetto Alliance and there are no Voting trusts trusts, proxies or Voting agreements with respect to such Shares, other than as set forth on Exhibit A, (b) such the Stockholder does not beneficially own (as such term is used defined in Rule 13d-3 of under the Exchange Act) any additional shares of TriZetto Alliance Preferred Stock or Alliance Common Stock other than such the Shares and and, except as set forth in Exhibit A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Alliance or any security exercisable for or convertible into shares of capital stock of TriZetto other than those optionsAlliance, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such the Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and the Proxy (as such term is defined in Section 3 hereof) and to perform fully such the Stockholder's obligations hereunder and this Agreement has been duly executed thereunder. The Stockholder further represents and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject warrants to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with Liquid that the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.this

Representations of Stockholder. The Stockholder represents and warrants to IMS acknowledges that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 the purchase of the Exchange ActShares is a highly speculative investment. This Agreement is made in reliance upon the express representations and warranties of Stockholder that: (l) he is able, without impairing his financial condition, to hold the Shares for an indefinite period of time and of record each to suffer a complete loss on his investment; (2) he has discussed the Company and its plans, operations and financial condition with its officers and he has received all such information as he deems necessary and appropriate to enable him to evaluate the financial risk inherent in making an investment in the Shares, and has received and had access to satisfactory and complete information concerning the business and financial condition of the shares Company in response to his inquiries in respect thereof; (3) the Shares are being acquired for his own account for investment and not with a view to, or for sale in connection with, the distribution thereof, nor with any present intention of Common Stockdistributing or selling the Shares; (4) Stockholder either (A) has a pre-existing business or personal relationship with the Company or any of its officers, par value $0.001 per sharedirectors or controlling persons or (B) could be reasonably assumed to have the capacity to evaluate the merits and risks of an investment in the Company and to protect Stockholder's own interests in connection with this transaction by reason of Stockholder's business or financial experience or the business or financial experience of Stockholder's professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly; (5) Stockholder's principal residence is within the State of TriZetto Texas and is located at the address indicated on Schedule 1 hereto; and (6) the Shares will not be sold without registration under the Securities Act of 1933, as amended (the "TRIZETTO COMMON STOCKAct"), set forth opposite or exemption therefrom. Stockholder understands and acknowledges that the Shares are unregistered and may not be sold publicly unless they are subsequently registered under the Act, or unless an exemption from such Stockholder's name on EXHIBIT registration is available; that the exemption from registration under Rule 144 promulgated under the Act will not be available in any event for at least two years from the date of purchase and payment of the Shares (AND THAT PAYMENT BY A hereto NOTE IS NOT DEEMED PAYMENT UNLESS IT IS SECURED BY ASSETS OTHER THAN THE SHARES), and even then will not be available unless (such Stockholder's "SHARES"i) free and clear a public trading market then exists for the Common Stock of all liensthe Company, claims, charges, security interests or other encumbrances and, except for this Agreement and (ii) adequate current information concerning the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder Company is a party relating then available to the pledgepublic, disposition or Voting and (iii) other terms and conditions of Rule 144 are complied with; and that any shares sale of capital stock of TriZetto the Shares may be made only in limited amounts in accordance with such terms and conditions. Stockholder further understands and acknowledges that: (i) there are no Voting trusts or Voting agreements is not presently available, and may not be available at the time he wishes to sell the Shares, adequate current public information with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 the Company that would permit offers or sales of the Exchange Shares pursuant to Rule 144 promulgated under the Act) any shares , and, therefore, compliance with Regulation A of TriZetto Common Stock the Act or some other than such Shares exemption from the registration and does not have any options, warrants or other rights to acquire any additional shares prospectus delivery requirements of capital stock of TriZetto or any security exercisable the Act will be required for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports offer or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, sale; and (eii) the execution, delivery and performance of this Agreement by such Stockholder does not, and Company is under no obligation to register the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with Shares or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholdermake Rule 144 available.