Representations, Warranties and Covenants of Each Holder. Each Holder hereby represents, warrants and covenants to the CC Nominees as follows:
Representations, Warranties and Covenants of Each Holder. Each Holder, severally and not jointly, hereby represents and warrants, as to itself, to and covenants and agrees with, each of Merger Sub and Parent that:
Representations, Warranties and Covenants of Each Holder. Each Holder hereby represents, warrants and covenants to SM as follows:
Representations, Warranties and Covenants of Each Holder. Each Holder, severally but not jointly as to any other Holder, hereby represents, warrants and covenants to Parent that (i) such Holder (A) is the beneficial owner of such Holder’s Shares, which, at the date of this Agreement and at all times up until the Expiration Date, will be free and clear of any Encumbrances and with no restrictions on such Holder’s rights of voting or disposition pertaining thereto (other than those created by this Agreement) and (B) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company, securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of the Company, or warrants, calls, options or other rights to acquire from the Company any capital stock or any securities convertible into or exchangeable or exercisable for capital stock of the Company, in each case, other than the Shares indicated beneath such Holder’s signature on the last page of this Agreement (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); (ii) such Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement, and, if such Holder is not an individual, has taken all action necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (iii) assuming due authorization, execution and delivery by Parent, (A) this Agreement has been duly and validly executed and delivered by such Holder and constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies and (B) if such Holder is married, and any of such Holder’s Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed by such Holder’s spouse and constitutes a valid and binding agreement of such Holder’s spouse, enforceable against such Holder’s spouse in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and o...
Representations, Warranties and Covenants of Each Holder. Each Holder, severally and not jointly with the other Holders, hereby makes the following representations and warranties, each of which is true and correct on and as of the date hereof and the Closing Date and shall survive the Closing Date and the transactions contemplated hereby to the extent set forth herein:
