Common use of REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. Each Guarantor represents and warrants to the Company that it is acquiring the Warrants, and will, upon exercise thereof, acquire the Warrant Shares, for its own account for purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Guarantor further represents that it understands (i) that neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Warrants and, upon exercise thereof, the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is otherwise exempt from such registration, (iii) the Warrants and the Warrant Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Guarantor further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, affords the basis of sales of the Warrants and/or the Warrant Shares in limited amounts under certain conditions. Each Guarantor (i) acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated thereby and (ii) will comply with the restrictions on transferability of the Warrants and Warrant Shares contained in the Warrant. Each Guarantor is an "Accredited Investor" within the meaning of Rule 501(a) of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. Each Guarantor represents and warrants to the Company that it is acquiring the Warrants, and will, upon exercise thereof, acquire the Warrant Shares, for its own account for purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Guarantor further represents that it understands (i) that neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Warrants and, upon exercise thereof, the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is otherwise exempt from such registration, (iii) the Warrants and the Warrant Shares will bear a legend to such effect and effectand (iv) the Company will make a notation on its transfer books to such effect. Each Guarantor further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, affords the basis of sales of the Warrants and/or the Warrant Shares in limited amounts under certain conditions. Each Guarantor (i) acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated thereby and (ii) will comply with the restrictions on transferability of the Warrants and Warrant Shares contained in the Warrant. Each Guarantor is an "Accredited Investor" within the meaning of Rule 501(a) of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. Each Guarantor of WCAS VI and Blair V represents and warrants to the tx xxx Company that it is acquiring the Warrants, and will, upon exercise thereof, acquire the Warrant Shares, for its own account for purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Guarantor of WCAS VI and Blair V further represents that it understands xxxxxstands (i) that neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Warrants and, upon exercise thereof, the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is otherwise exempt from such registration, (iii) the Warrants and the Warrant Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Guarantor of WCAS VI and Blair V further understands that the exemption xxxxxtion from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, affords the basis of sales of the Warrants and/or the Warrant Shares in limited amounts under certain conditions. Each Guarantor of WCAS VI and Blair V (i) acknowledges that it has had a xxx x full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated thereby and (ii) will comply with the restrictions on transferability of the Warrants and Warrant Shares contained in the Warrant. Each Guarantor of WCAS VI and Blair V is an "Accredited Investor" within xxxxxn the meaning of Rule 501(a) of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. Each Guarantor and Co-Support Party represents and warrants warrants, severally and not jointly, to the Company that it is acquiring the Warrants, and will, upon exercise thereof, thereof acquire the Warrant Shares, for its own account for purpose purposes of investment and not with a view to or for sale in connection with any distribution thereof. Each Guarantor and Co-Support Party further represents that it understands (i) that neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Warrants and, upon exercise thereof, the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is otherwise exempt from such registration, (iii) the Warrants and the Warrant Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Guarantor further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, affords the basis of sales of the Warrants and/or the Warrant Shares in limited amounts under certain conditions. Each Guarantor CoSupport Party (i) acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated thereby and (ii) will comply with the restrictions on transferability of the Warrants and Warrant Shares contained in the Warrant. Each Guarantor and Co-Support Party is an "Accredited Investoraccredited investor" within the meaning of Rule 501(a50 1(a) of the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. Each Guarantor of WCAS V and Xxxxx V represents and warrants to the Company that it is acquiring the Warrants, and will, upon exercise thereof, acquire the Warrant Shares, for its own account for purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Guarantor of WCAS V and Xxxxx V further represents that it understands (i) that neither the Warrants nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in transactions exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Warrants and, upon exercise thereof, the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is otherwise exempt from such registration, (iii) the Warrants and the Warrant Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect. Each Guarantor of WCAS V and Xxxxx V further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, affords the basis of sales of the Warrants and/or the Warrant Shares in limited amounts under certain conditions. Each Guarantor of WCAS V and Xxxxx V (i) acknowledges that it has had a full opportunity to request from the Company to review and has received all information deemed relevant in making a decision to enter into this Agreement and consummate the transactions contemplated thereby and (ii) will comply with the restrictions on transferability of the Warrants and Warrant Shares contained in the Warrant. Each Guarantor of WCAS V and Xxxxx V is an "Accredited Investor" within the meaning of Rule 501(a) of the Securities Act.