REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Subject to such exceptions as may be specifically set forth in the disclosure schedule delivered by the Warrantors to the Investors as of the date hereof (the “Disclosure Schedule”, at attached hereto as Exhibit E), each of the Warrantors jointly and severally represents and warrants to the Investors that each of the statements contained in this Section 3 is true, correct, complete and not misleading as of the date of this Agreement, and that each of such statements shall be true, correct, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. 3.1 Subject to such exceptions as may be specifically set forth in the Disclosure Schedule, each member of the Company Group and the Founder (together, the “Warrantors” and each a “Warrantor”), jointly and severally, represents and warrants to the Investors that each of the Company warranties (the “Company Warranties”) as set out in Schedule D is true, accurate, complete, and not misleading as of the date of this Agreement, and each of the Company Warranties will continue to be true, accurate, complete and not misleading as of the Closing Date as if repeated on the Closing Date by reference to the facts and circumstances subsisting at that date and on the basis that any reference in the Company Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Closing Date.
3.2 Each of the Company Warranties shall be construed as a separate and independent Company Warranty and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms of this Agreement.
3.3 The Warrantors shall procure that no act shall be performed or omission allowed, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the Closing Date.
3.4 The Warrantors accept that the Investors are entering into this Agreement in reliance upon representations in the terms of the Company Warranties made by the Warrantors with the intention of inducing the Investors to enter into this Agreement and that accordingly the Investors have been induced to enter into this Agreement.
3.5 The Warrantors undertake to disclose in writing to each Investor anything which is or may constitute a breach of or be inconsistent with any of the Company Warranties immediately after it comes to the notice of any of them both before and at the time of Closing.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. The Warrantors, jointly and severally, represent and warrant to the Investors that the statements contained in Schedule V attached hereto are true, correct and complete with respect to (i) each Warrantor, on and as of the Execution Date, and (ii) each Warrantor, on and as of the Closing (with the same effect as if made on and as of the date of the Closing), except as set forth on the Disclosure Schedule attached hereto as Schedule VI (the “Disclosure Schedule”), which exceptions shall be deemed to be representations and warranties as if made hereunder.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached to this Agreement as Exhibit D (the “Disclosure Schedule”), each of the Company, the HK Co., the WFOE, the Domestic Company, and the Founders (collectively, the “Warrantors”), jointly and severally, represents and warrants to the Investors that each of the statements contained in this Section 3 is true and complete as of the date of this Agreement and the date of the Closing (with the same effect as if made on and as of the date of the Closing) as follows:
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Subject to such exceptions as may be specifically set forth in the disclosure schedule delivered by the Warrantors to the Series B2 Investors as of the date hereof (the “Disclosure Schedule”, at attached hereto as Exhibit C), the contents of which shall also be deemed to be representations and warranties of the Warrantors hereunder, each of the Warrantors jointly and severally represents and warrants to the Series B2 Investors that each of the statements contained in this Section 3 is true, correct and complete as of the date of this Agreement, and that each of such statements shall be true, correct and complete on and as of the Closing Date, with the same effect as if made on and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Subject to such exceptions specifically disclosed in (a) any SEC filings filed or furnished by the Company with the SEC prior to the date hereof (excluding any disclosures set forth in the SEC Filings under the headings “Risk Factors” and “Forward-Looking Statements” and any other disclosures in any other forward-looking or cautionary statements) and (b) as set forth in the disclosure schedule attached to this Agreement as Schedule 3 (the “Disclosure Schedule”), specifically identifying the relevant section of this Agreement (provided, that disclosure in any section of such Disclosure Schedule shall apply to any section of this Agreement only to the extent it is reasonably apparent that such disclosure is relevant to such section), the Warrantors hereby jointly and severally represent and warrant to the Investor that each of the representations and warranties contained in this Section 4 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the Closing Date, with the same effect as if made on and as of the Closing Date (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date):
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. The Company and the Seller (together, the “Warrantors”) jointly and severally, hereby represent and warrant to Purchaser that each of the following representations and warranties are true, correct and complete as of the date of this Agreement (or, if a specific date is indicated in any such statement, true and correct as of such specified date), except as set forth in the Company Disclosure Schedule or information contained in the Proxy Statement relating to the Company.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Subject to such exceptions as may be specifically set forth in the disclosure schedule delivered by the Warrantors to the Investor as of the date hereof (the “Disclosure Schedule”, attached as Schedule IV hereto) which forms part of the representation and warranties herein. Each of the Warrantors jointly and severally represents and warrants to the Investor that each of the following statements is true, correct, complete and not misleading as of the date hereof through the Closing. Each of the Warrantors hereby acknowledges that the Investor is relying on the warranties made by it in this Section 3 in entering into this Agreement and proceeding to Closing. Each of the warranties made by any Warrantor in this Section 3 shall be construed as a separate and independent warranty and shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement (except where expressly provided to the contrary). Disclosures contained in the Disclosure Schedule, with specific reference to the paragraphs of this Agreement to which such disclosures are related to, shall be deemed to be exceptions to the warranties only if such disclosures are fully, specifically and accurately stated therein.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Unless specifically indicated otherwise, the Group Companies, the Founder and the Founder Holding Company (collectively the “Warrantors” and each a “Warrantor”) hereby jointly and severally represent and warrant to the Investors that the statements in this Section 3 are all true, correct and complete as of the date hereof and the date of the Closing.
