STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Stockholder hereby represents and warrants to the Company as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, severally (and not jointly), hereby represents and warrants to Parent and Purchaser with respect to itself and the Shares its holds (as set forth on Exhibit A hereto) as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents and warrants to Sterling that (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law; (c) except to the extent provided in Section 5, the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) such Subject Stock constitutes all of the securities of the Company owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents and warrants to Merger Sub and Investor as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, as to itself only, represents and warrants to IOI that (i) such Stockholder is the beneficial and record owner of the Shares set forth on Exhibit A hereto, free and clear of any mortgage, pledge, lien, security interest, claim, restriction on voting or otherwise or other encumbrance, (ii) such Stockholder has the sole right to vote such Shares free of any mortgage, pledge, lien, security interest, claim, restriction on voting or otherwise or other encumbrance, (iii) such Stockholder has the full and unrestricted legal power, authority and right to enter into, execute and deliver this Agreement without the consent or approval of any other person, (iv) this Agreement is the valid and binding agreement of such Stockholder and (v) no investment banker, broker or finder is entitled to a commission or fee from such Stockholder or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, severally and not jointly, represents and warrants to the Company that:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and warrants to each of the other Stockholders that:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and warrants to each of the other Stockholders that there are no agreements to which such Stockholder is a party with respect to the voting or transfer of the capital stock of Company or with respect to any other aspect of Company's affairs, other than (i) this Agreement and (ii) the agreements set forth on Annex II attached hereto.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Stockholder hereby represents and warrants to Parent and Purchaser as follows:
