Common use of Representations and Warranties of the Management Stockholders Clause in Contracts

Representations and Warranties of the Management Stockholders. Each Management Stockholder, severally and not jointly, represents and warrants to each of the other parties to this Agreement as follows: (a) This Agreement has been duly executed and delivered by such Management Stockholder, and, assuming due authorization, execution and delivery by each other party, constitutes a legal, valid and binding obligation of such Management Stockholder, enforceable against such Management Stockholder in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies. (b) No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Management Stockholder in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein. (c) Such Management Stockholder has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement. (d) As of the date of this Agreement, such Management Stockholder is the Beneficial Owner of the Shares set forth next to his or her respective name on Schedule 1.