Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. Each of the COMPANY and each of the STOCKHOLDERS jointly and severally represents and warrants to HOLDING and NEWCO that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.1.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. Each of the COMPANY and each of the STOCKHOLDERS jointly and severally represents and warrants to HOLDING and NEWCO that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.1; provided, that with respect to the STOCKHOLDERS listed on Schedule 5(A), the representations and warranties contained in this Section 17.1 are made on a several and not joint basis.