Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents, warrants and agrees that:
(a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Stock;
(b) The Selling Stockholder has, and immediately prior to any Delivery Date on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) the shares of Stock to be sold by the Selling Stockholder hereunder on such Delivery Date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.
(c) The Selling Stockholder has placed in custody under a custody agreement (the “Custody Agreement” and, together with all other similar agreements executed by the other Selling Stockholders, the “Custody Agreements”) with the Company, as custodian (the “Custodian”), for delivery under this Agreement, certificates in negotiable form (with signature guaranteed by a commercial bank or trust company having an office or correspondent in the United States or a member firm of the New York or American Stock Exchanges) representing the shares of Stock to be sold by the Selling Stockholder hereunder.
(d) The Selling Stockholder has duly and irrevocably executed and delivered a power of attorney (the “Power of Attorney” and, together with all other similar agreements executed by the other Selling Stockholders, the “Powers of Attorney”) appointing Sxxxxxx X. Xxxxxxx and one or more other persons, as attorneys-in-fact, with full power of substitution, and with full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of the Selling Stockholder.
(e) The Selling Stockholder has power and authority under its limited partnership or similar organization agreement to enter into this Agreement, the Power of Attorney and the Custody Agreement; this Agreement has been duly and validly authorized, executed and delivered by or on behalf of t...
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally, and not jointly, represents, warrants and agrees that:
(a) The Selling Stockholder has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto and thereto (and assuming that the Underwriter acquires the shares of Stock without any notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code) that has been created by the Underwriter or its Affiliates) good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter.
(b) The Selling Stockholder has full right, partnership power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Stockholder, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or the property or assets of the Selling Stockholder; and, except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and the consummation by the Selling Stockholder of the transactions cont...
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents and warrants (at and as of the date hereof and at and as of each Delivery Date) to, and agrees with, each of the U.S. Underwriters that:
(a) Such Selling Stockholder holds the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims; immediately prior to each Delivery Date such Selling Stockholder will hold the Shares being sold by such Selling Stockholder hereunder and under the International Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such Shares and payment therefor pursuant hereto and the International Underwriting Agreement, the U.S. Underwriters and International Underwriters will hold such Shares, free and clear of all liens, encumbrances, equities or claims, assuming that such U.S. Underwriters and International Underwriters purchase such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or other adverse claim within the meaning of the Uniform Commercial Code as in effect in the State of New York;
(b) Such Selling Stockholder has full right, power and authority to enter into this Agreement and the International Underwriting Agreement; the execution, delivery and performance of this Agreement and the International Underwriting Agreement and the consummation by such Selling Stockholder of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, stock option or other employee benefit plan, or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the charter, bylaws, deed of trust, partnership agreement or other constituent documents, if any, relating to such Selling Stockholder or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any properties of such Selling Stockholder; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is re...
Representations, Warranties and Agreements of the Selling Stockholders. Each of the Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters and the Company that:
Representations, Warranties and Agreements of the Selling Stockholders. As of the date hereof, each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with, the Underwriter and the Company that:
(a) Such Selling Stockholder now is and, at the time of purchase will be, the lawful owner of the number of Shares to be sold by such Selling Stockholder pursuant to this Agreement and has and, at the time of delivery of such Shares, will have valid title to such Shares, and upon delivery of and payment for such Shares at the time of purchase, the Underwriter will acquire valid title to such Shares free and clear of any Lien.
(b) Such Selling Stockholder has and, at the time of purchase will have, full legal right, power and capacity, and all authorizations and approvals required by law (other than those imposed by the Act and state securities or Blue Sky laws), to (i) enter into this Agreement, (ii) sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder pursuant to this Agreement in the manner provided in this Agreement and (iii) make the representations, warranties and agreements made by such Selling Stockholder herein.
(c) This Agreement has been duly executed and delivered by such Selling Stockholder.
(d) The Registration Statement, as it relates to such Selling Stockholder, as of the Effective Time and as amended or supplemented as of the time of the filing of any amendment or supplement thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Basic Prospectus, as it relates to such Selling Stockholder, as of the time of the filing thereof, and as amended or supplemented as of the time of the filing of any amendment or supplement thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Disclosure Package, as it relates to such Selling Stockholder, as of the Applicable Time did not, and as of the time of purchase will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the Prospectus Supplement and the Prospectus, as amended and supplemented, as it relates to such Selling S...
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents, warrants and agrees that: (a) Such Selling Stockholder has, and immediately prior to the First Delivery Date (as defined in Section 5 hereof) such Selling Stockholder will have, good and valid title to the shares of Stock to be sold by such Selling Stockholder hereunder and to the U.S. Stock to be sold by such Selling Stockholder under the U.S. Underwriting Agreement on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several International Managers and U.S. Underwriters, as the case may be.
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder (other than with respect to clause (c) below, which is made only by the Selling Stockholders listed on Schedule 3) severally represents, warrants and agrees that: (a) The Selling Stockholder has, and immediately prior to the First Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally represents, warrants and agrees that:
(a) Each Selling Stockholder has, and immediately prior to the First Delivery Date (as defined in Section 5 hereof) each Selling Stockholder will have good and valid title to the shares of Stock to be sold by such Selling Stockholder hereunder on such date, free and clear of all liens,
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder represents and warrants to, and agrees with, the several Underwriters that:
(i) Such Selling Stockholder has full right, power and authority to enter into this Agreement, the Pricing Agreement and the custody agreement and power of attorney (the "Power of Attorney"). The custody agreement and the Power of Attorney are collectively referred to herein as the "Custody Agreement." Such Selling Stockholder has duly executed and delivered this Agreement and the Pricing Agreement. The Custody Agreement has been duly executed and delivered on behalf of each Selling Stockholder and the Custody Agreement constitutes the valid and binding agreement of such Selling Stockholder enforceable against such Selling Stockholder in accordance with its terms.
(ii) Such Selling Stockholder has full right, power and authority to sell, transfer, assign and deliver the Optional Stock being sold by such Selling Stockholder hereunder. Immediately prior to the delivery of the shares of Optional Stock being sold by such Selling Stockholder, such Selling Stockholder was the sole registered owner of such shares of Optional Stock and had good and valid title to such shares of Optional Stock, free and clear of all adverse claims as defined in Section 8-302 of the Uniform Commercial Code and, upon registration of such shares of Optional Stock in the names of the Underwriters or their nominees, assuming that such purchasers purchased such shares of Optional Stock in good faith without notice of any adverse claims as defined in Section 8-302 of the Uniform Commercial Code, such purchasers will have acquired all the rights of such Selling Stockholder in such shares of Optional Stock free of any adverse claim, any lien in favor of the Company or any third party or restrictions on transfer imposed by the Company.
(iii) The performance of this Agreement and the Custody Agreement and the consummation of the transactions herein and therein contemplated will not, with the giving of notice or the passage of time or both, result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, rule or regulation applicable to such Selling Stockholder, or any indenture, mortgage, deed of trust, note or loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which it is bound, or any judgment, order or decree of any court or governmental agency or body having jurisdiction over such Selling Stockho...
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder as to paragraphs (a)-(e) and the Principal Stockholders as to paragraph (f) below severally represents, warrants and agrees that:
