Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY HOLDER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SECURITY HOLDER. (a) The Company represents and warrants to the Placement Agent as follows: (i) As of each Applicable Time (as defined below) and as of the Closing Date (as defined below), the Time of Sale Information did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (A) any statement in or omission from the information set forth in any Bidder Letter or (B) any statement in or omission from the Time of Sale Information made in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agent specifically for use therein, it being understood and agreed that the only such information supplied by the Placement Agent is that described in Section 12 hereof. As used in this subsection and elsewhere in this Agreement, “Applicable Time” means the time at which bids submitted by a Bidder to the auction agent (the “Auction Agent”) in connection with the Auction become irrevocable and may no longer be withdrawn, as described in the Time of Sale Information.