The Selling Stockholders Sample Clauses

The Selling Stockholders. (a) The Selling Stockholders have never (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against such Selling Stockholders, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of such Selling Stockholders’ assets, (iv) admitted in writing such Selling Stockholders’ inability to pay his or her debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply with or perform any of his covenants or obligations under any of the Other Agreements or which would require disclosure in the Registration Statement. (b) Selling Stockholders are not subject to any Order or is bound by any agreement that may have an adverse effect on his ability to comply with or perform any of his or her covenants or obligations under any of the Other Agreements. There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of Selling Stockholders to comply with or perform any of his covenants or obligations under any of the Other Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

The Selling Stockholders. Berkshire Fund V, Limited Partnership(a)...................... Berkshire Fund V Coinvestment Fund, Limited Partnership(a).... Berkshire Investors LLC(a).................................... Squam Lake Investors V, L.P.(b)............................... Sunapee Securities, Inc.(b)................................... Waban Investors I, LP(b)...................................... RGIP, LLC(a).................................................. ▇▇▇▇ & Company, Inc.(b)....................................... ---------------- ---------------- Total...................................................... ================ ================ ---------------

The Selling Stockholders. Each Selling Stockholder covenants and agrees with the Underwriters as follows: (a) The Selling Stockholder will execute and deliver a Lock-Up Agreement, in the form of Exhibit A attached hereto (“Lock-Up Agreement”). (b) The Selling Stockholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if any statements to be made on behalf of the Selling Stockholder in the certificate contemplated by Section 9(o) hereof would be inaccurate if made as of the Closing Date. (c) On the Closing Date, all stock transfer and other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Firm Shares to be sold by the Selling Stockholder to the Underwriters hereunder will have been fully paid for by the Selling Stockholder and all laws imposing such taxes will have been fully complied with. (d) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, the Selling Stockholder shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9.

The Selling Stockholders. Dated as of July 6, 2001 --------------------------- ================================================================================ 2 TABLE OF CONTENTS