Representations, Warranties and Covenants of the Stockholder. The Stockholder represents, warrants and covenants to the Purchaser that:
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to Parent as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents, warrants and covenants to Coyote as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents, warrants and covenants to Royal as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents, warrants and covenants to PerkinElmer as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder represents and warrants to Parent as follows: (i) the Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or violate any law or agreement binding upon him, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations hereunder.
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to USWeb that Stockholder (i) is the beneficial owner of the Shares, which at the date hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of CKS other than the Shares and any New Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.
Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents and warrants to Purchaser as of the date hereof as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder hereby represents and warrants to the Company and to the Investor as follows:
Representations, Warranties and Covenants of the Stockholder. The Stockholder (i) is the beneficial owner of the shares of Management Common Stock indicated on the Signature Page hereto, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances that, in each case, would deprive Company of the benefits of this Agreement (other than any rights of repurchase held by the Company); (ii) does not beneficially own any securities of the Company other than the shares of Management Common Stock and options to purchase shares of Common Stock indicated on the Signature Page hereto; and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the proxy contained herein.
