Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents, warrants and agrees that:
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 the Closing Date) to, and agrees with, the Underwriter that:
Representations, Warranties and Agreements of the Selling Stockholders. (a) Each Selling Stockholder other than the WCAS Funds (as defined below), severally and not jointly, represents, warrants and agrees that:
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder 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, or, for shares held for his benefit by Vanguard Fiduciary Trust Company ("Vanguard"), Vanguard 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 (other than the rights of the Company pursuant to the shareholder's agreement between the Company and such Selling Stockholder), 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. (a) Each Selling Stockholder, except for Insight Capital Partners III, L.P., Insight Capital Partners (Cayman) III, L.P. and Insight Capital Partners III – Co-Investors, L.P. (each an “Insight Entity” and collectively, the “Insight Entities”) and UBS Capital II LLC (“UBS Capital”), severally, but not jointly, represents and warrants to, and agrees with, the Underwriters that:
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder, jointly and severally, represents and warrants to, and agrees with, (i) the several International Underwriters and (ii) the Company (it being understood and agreed that such representations and warranties to the Company are being made solely in connection with the sale of the Shares under this Agreement and the U.S. Underwriting Agreement and subject to the last sentence of Section 9(b)), that:
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 International Underwriters that:
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder (except with respect to Sections 2(f) and (g), which are applicable only to Lehman Brothers Merchant Banking Partners II L.P. and certain of its axxxxxxtes who are selling Stock in the Offering (the "LEHMAN SELLING STOCKHOLDERS"), Co-Investment Partners, L.P., Paul H. Vxxxxx, the Indenture of Trust of Richard M. Whiting and the Rxxxx X. Xxxxxxt, Jr. Revocable Trust U/T/A ) xxxxxxxxx xxxxxsents, waxxxxxx xxx xxxxxx xxxt:
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder (other than Virginia Retirement System with respect to Section 2(e) and (f) below) severally and not jointly represents, warrants and agrees that:
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: (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. (b) 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 , 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. (c) 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 the Custodian 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. (d) The Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement; the execution, delivery and performance of this Agreement, the Power of Attorney and the Custody Agreement by the Selling Stockholder and the consummation by the 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 or other agreement or instrument to which the Selling Stockholder is a party or ...
