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 and not jointly represents, warrants and agrees with the Underwriters 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, except for Insight Capital Partners III, L.P., Insight Capital Partners (Cayman) III, L.P. and Insight Capital Partners III – Co-Investors (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 severally represents, warrants and agrees that: (a) Such Selling Stockholder has, and immediately prior to the First Delivery Date (as defined in Section 5 hereof) such Selling Stockholder will have, good and valid title to the shares of U.S. Stock to be sold by such Selling Stockholder hereunder and to the Stock to be sold by such Selling Stockholder under the International Underwriting Agreement 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 U.S. Underwriters and International Managers, as the case may be.
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 U.S. Underwriters 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. 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, except for entities affiliated with Insight Venture Associates III, LLC, severally, but not jointly, represents and warrants to, and agrees with, the Underwriters that:
