Common use of Representations and Warranties of the Subscribers Clause in Contracts

Representations and Warranties of the Subscribers. The Subscribers hereby represent and warrant to the Company (a) that they are acquiring the Subscription Shares purchased hereunder for their own account with the present intention of holding such shares for purposes of investment, and that they have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities laws, (b) that they are not residents in the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), (c) that they have such knowledge and experience in financial and business matters that the Subscribers are capable of evaluating the merits and risks of an investment in the Company, (d) that they are able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment, (e) that this Agreement has been duly executed and delivered by the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (g) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price in accordance with the terms of this Agreement, and upon request by the Company or Target, the Subscribers will produce evidence to the reasonable satisfaction of the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price to pay the same in accordance with the terms of this Agreement.

Representations and Warranties of the Subscribers. The Subscribers Each Subscriber severally and not jointly hereby represent represents and warrant warrants to the Company that such Subscriber: (ai) that they are (x) owns the Constituent Entities Shares to be contributed by such Subscriber to the Company free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer and (y) has the full legal right, and any approval required by law to contribute, transfer and deliver to the Company such Constituent Entities Shares in the manner provided in this Agreement, and upon delivery to the Company of the certificates for such Constituent Entities Shares hereunder, the Company will acquire valid title to such Constituent Entities Shares free and clear of any lien, claim, security interest or other encumbrance. (ii) (x) is acquiring the Subscription Company Shares purchased hereunder to be issued to such Subscriber for their such Subscriber's own account for investment and not with a view to the distribution thereof or with any present intention of holding such shares for purposes of investment, and that they have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities lawsthereof, (bx) has been informed by the Company that they are the Company Shares to be issued to such Subscriber have not residents in been registered under the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “"Securities Act”"), and understands that such Company Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available and (cz) that they have such knowledge and experience in financial and business matters that the Subscribers are capable of evaluating the merits and risks of an investment in the Company, (d) that they are able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment, (e) that this Agreement has been duly executed and delivered by the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation is fully aware of the Subscribersrestrictions on disposing of the Company Shares resulting from the provisions of the Securities Act and the General Rules and Regulations of the Securities and Exchange Commission (the "Commission") thereunder (including, enforceable against the Subscribers in accordance with its termswithout limitation, Rule 144), and understands that, except as enforcement may be limited by applicable bankruptcyprovided in Sections 4 and 5, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (g) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price in accordance with the terms of this Agreement, and upon request by the Company is under no obligation to effect compliance with Regulation A or Target, the Subscribers will produce evidence any other exemption or to the reasonable satisfaction of register the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price Shares to pay the same in accordance with the terms of this Agreementbe issued to such Subscriber.

Representations and Warranties of the Subscribers. The Subscribers (a) Each Subscriber hereby represent represents and warrant warrants to the Company (a) that they are acquiring and each of the Subscription Shares purchased hereunder for their own account other Subscribers that, in connection with the present intention purchase of holding the Ordinary Shares, such shares for purposes Subscriber understands and acknowledges that (i) none of investment, and that they the Ordinary Shares have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal been or state securities laws, (b) that they are not residents in will be registered under the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “"Securities Act”"), or any other applicable securities laws, (ii) the Ordinary Shares are being offered by the Company in a transaction not requiring registration under the Securities Act, and (iii) the Ordinary Shares may not be offered, sold, pledged or otherwise transferred by the Subscribers except in compliance with the registration requirements of the Securities Act, or any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto. (b) Each of the Subscribers understands that the Ordinary Shares are being offered and sold in reliance upon an exemption from registration under the Securities Act provided by Section 4(2) of the Securities Act and/or Regulation S under the Securities Act. Each of the Subscribers represents that either (i) it is an "accredited investor" as that term is defined in Rule 501(a) of the Securities Act, or (ii) it is not a "U.S. Person" (as defined in Regulation S under the Securities Act) and is not acquiring the Ordinary Shares for the account or benefit of any U.S. person and that it will acquire the Ordinary Shares in an "offshore transaction" (as defined in Regulation S under the Securities Act). (c) Each of the Subscribers represents and warrants that they have it is purchasing the Ordinary Shares for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other applicable securities laws, subject to its ability to resell such Ordinary Shares pursuant to an effective registration statement under the Securities Act or any other applicable securities laws or pursuant to an exemption there from or in a transaction not subject thereto. (d) Each of the Subscribers represents that it is eligible to purchase the Ordinary Shares under the laws applicable to such Subscriber. (e) Each of the Subscribers represents and warrants that it has such knowledge and experience in financial and business matters that the Subscribers are it is capable of evaluating the merits and risks of an investment in purchasing the Company, (d) Ordinary Shares and is aware that they are able it will be required to bear the economic risks risk of an investment in the Subscription Ordinary Shares and can afford for a complete loss certain period of such investment, (e) that this Agreement has been duly executed and delivered by the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (g) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price in accordance with the terms of this Agreement, and upon request by the Company or Target, the Subscribers will produce evidence to the reasonable satisfaction of the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price to pay the same in accordance with the terms of this Agreementtime.

Representations and Warranties of the Subscribers. The Subscribers hereby represent Each Subscriber ------------------------------------------------- individually (but not on behalf of any other Subscriber) represents and warrant warrants that: 3.1 Such Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Subscriber and is the Company (a) legal, valid and binding obligation of such Subscriber enforceable against it in accordance with the terms hereof. 3.2 Such Subscriber has been advised that they are acquiring the Subscription Shares purchased hereunder for their own account with Securities have not been registered under the present intention of holding such shares for purposes of investment, and that they have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities laws, (b) that they are not residents in the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “"Securities Act”)") or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Subscriber is aware that the Company is under no obligation to effect any such registration with respect to the Subscription Securities (cexcept solely to the extent provided in Section 6 of the Stockholders Agreement) that they have dated as of July 30, 1999 among the Company and the stockholders of the Company party thereto (the "Stockholders Agreement") or to file for or comply with any exemption from registration. Such Subscriber is purchasing the Subscription Securities to be acquired by such Subscriber hereunder for its own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. Such Subscriber has such knowledge and experience in financial and business matters that the Subscribers are such Subscriber is capable of evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in the Company, (d) that they are and is able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss risk of such investmentinvestment for an indefinite period of time. 3.3 One of the following is true: 3.3.1 Such Subscriber is either (i) a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act (a "QIB") or (ii) an "accredited investor" as that term is defined in Regulation D under the Securities Act, in each case as set forth opposite the name of such Subscriber on Schedule I hereto ; or 3.3.2 (i) such Subscriber is not a "U.S. person" (as such term is defined in Rule 902(k) under the Securities Act) and is not acquiring any Subscription Securities for the account or benefit of a U.S. person, (eii) that this Agreement the offer and sale of Subscription Securities to such Subscriber has been duly executed and delivered by made in an "offshore transaction" (as such term is defined in Rule 902(k) under the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at LawSecurities Act), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (giii) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price such Subscriber agrees that he will not (a) sell any Subscription Securities unless such sale is in accordance with the terms provisions of this AgreementRegulation S, and upon request by pursuant to registration under the Company Securities Act, or Target, the Subscribers will produce evidence pursuant to the reasonable satisfaction of the Company an available exemption from registration or Target, as the case may be, that the Subscribers have available funds (b) engage in excess of the Purchase Price hedging transactions with regard to pay the same such securities unless in accordance compliance with the terms of this AgreementSecurities Act.

Representations and Warranties of the Subscribers. The Subscribers hereby represent Each Subscriber individually (but not on behalf of any other Subscriber) represents and warrant warrants that: 4.1. Such Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform such Subscriber’s obligations hereunder. This Agreement has been duly executed and delivered by such Subscriber and is the legal, valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms hereof. 4.2. Such Subscriber has been advised that the Subscription Securities have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Subscriber is aware that the Company is under no obligation to effect any such registration with respect to the Company (a) that they are acquiring Subscription Securities or to file for or comply with any exemption from registration. Such Subscriber is purchasing the Subscription Shares purchased Securities to be acquired by such Subscriber hereunder for their such Subscriber’s own account and not with a view to, or for resale in connection with, the present intention of holding such shares for purposes of investment, and that they have no intention of selling such shares in a public distribution thereof in violation of any applicable U.S. federal or state securities laws, (b) that they are not residents in the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), (c) that they have . Such Subscriber has such knowledge and experience in financial and business matters that the Subscribers are such Subscriber is capable of evaluating the merits and risks of an such investment, is able to incur a complete loss of such investment in the Company, (d) that they are and is able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss risk of such investment, (e) investment for an indefinite period of time. Each Subscriber is an accredited investor as that term is defined in Regulation D under the Securities Act. The address of such Subscriber is as set forth under such Subscriber’s name on Schedule 1. The parties hereto intend that the sale of shares of the Company’s Series A-1 Preferred Stock and Series A-2 Preferred Stock pursuant to this Agreement has been duly executed and delivered by shall be pursuant to Regulation D under the Subscribers and, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (f) that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any of the terms, conditions or provisions of any material contract to which the Subscribers are subject, and (g) the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price in accordance with the terms of this Agreement, and upon request by the Company or Target, the Subscribers will produce evidence to the reasonable satisfaction of the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price to pay the same in accordance with the terms of this AgreementSecurities Act.

Representations and Warranties of the Subscribers. The Subscribers Each of the Subscribers, severally and not jointly, hereby represent represents and warrant warrants to the Company (a) that they are acquiring as follows: EXECUTION COPY Dated January 16, 2013 4.1. It has the Subscription Shares purchased hereunder for their own account with full power and authority to execute and deliver this Agreement and to consummate the present intention of holding such shares for purposes of investmenttransactions contemplated hereby and thereby, and that they have no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities laws, (b) that they are not residents in the United States and are acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), (c) that they have such knowledge and experience in financial and business matters that the Subscribers are capable of evaluating the merits and risks of an investment in the Company, (d) that they are able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment, (e) that this Agreement has been duly executed and delivered by the Subscribers and, assuming due authorization, execution and delivery of these agreements have been authorized by the Companyall necessary corporate actions, where required, on its part. This Agreement constitutes a valid and binding obligation of the Subscribers, Subscriber and is enforceable against the Subscribers it in accordance with its respective terms, all except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or similar Laws affecting creditors’ rights generally other equitable remedies. 4.2. The Investor has such knowledge and by general principles experience in financial and business matters that it is capable of equity (regardless evaluating the merits and risks of whether considered its investment in the Company as a proceeding company providing services in equity or at Law), (f) the Field and to the Joint Venture in particular. 4.3. The Subscribers represent and warrant that the execution, delivery and performance of this Agreement by the Subscribers does not and will not violate or cause a breach of any they are aware of the termsCompany's undertakings and obligations with respect to the provision of its services to the Joint Venture (the "JV Obligations") as listed in Appendix 4.3 hereto, conditions or provisions of any material contract to which including without limitation the Subscribers are subject, and (g) Company's obligations under the Subscribers have available funds in excess of the Purchase Price to pay the Purchase Price Subcontractor Agreement as amended in accordance with Section 7.1.3(ii) below, and the terms Subscribers acknowledge that they will make their best efforts to procure that their representatives at the Company's board of directors and the management will procure, subject to applicable Law, that the Company will comply with all of its existing undertakings (as of the Effective Date hereof) under the JV Obligations, including without limitation as detailed in Section 14.5 below. Without limiting the generality of the foregoing, the Subscribers further acknowledge that the Company has no rights whatsoever to the amounts deposited in the JV Bank Account and that such amounts are owned to the partners in the Joint Venture; and undertake that the monies deposited in the JV Bank Account shall be used solely for the purposes of the Joint Venture in compliance with the JOA and the Parent Entities and the Company undertake to procure that as of the Closing Date, the signature rights in the JV Account shall include two designees of GGR India and one designee of the Company (to be determined by the Subscribers), acting jointly. For the purposes of this Agreement, "JOA" shall mean those certain Joint Operating Agreements dated October 6, 2010 relating to 347/"Xxxx" License and upon request by the Company or Target, the Subscribers will produce evidence to the reasonable satisfaction of the Company or Target, as the case may be, that the Subscribers have available funds in excess of the Purchase Price to pay the same in accordance with the terms of this Agreement348/ "Xxxx" License.