Representations and Warranties of Warrantors. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached hereto as Exhibit E (the “Disclosure Schedule”) which forms part of the representation and warranties herein, each of the Warrantors severally and jointly represents and warrants to each Investor that, (a) each of the Fundamental Warranties is true, accurate and is not misleading in all respects as of the date hereof and as of the Closing Date, except if a representation or warranty is made as of a specified date, as of such date; (b) each of the statements contained in Exhibit B (other than the Fundamental Warranties) is true and accurate and is not misleading (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) in all material aspects as of the date hereof and as of the Closing Date, except if a representation or warranty is made as of a specified date, as of such date.
Representations and Warranties of Warrantors. Except as specifically disclosed in the Disclosure Schedule, each of the Warrantors hereby jointly and severally represents and warrants to Orchid Asia that the statements contained in this Article III are true, correct and complete as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date).
Representations and Warranties of Warrantors. The Warrantors, jointly and severally, represent and warrant to the Purchaser that the statements contained in Schedule D attached hereto are true, correct, complete and not misleading in all respects with respect to each Warrantor on and as of the date hereof and the Closing Date (with the same effect as if made on and as of the date of the Closing), except as set forth on the Disclosure Schedule as the Company may reasonably amend prior to or on the Closing Date, which exceptions shall be deemed to be representations and warranties as if made hereunder.
Representations and Warranties of Warrantors. Subject to Section 9.05, except as set forth in the Disclosure Schedule, each of the Warrantors jointly and severally represents and warrants to the Purchaser that each of the representations and warranties contained in this Article III 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, as applicable (except for such representations and warranties that are made as of a specified date, which shall be true, complete and not misleading as of such date):
Representations and Warranties of Warrantors. The Warrantors, jointly and severally, represent and warrant to the Purchaser that the statements contained in Schedule D attached hereto are true, correct, complete and not misleading in all respects with respect to each Warrantor on and as of the date hereof and the Closing Date (with the same effect as if made on and as of the date of the Closing), except as set forth on the Disclosure Schedule as the Company may reasonably amend prior to or on the Closing Date, which exceptions shall be deemed to be representations and warranties as if made hereunder. The Legal Due Diligence Report made by JunHe Law Offices dated June 26, 2018, the Financial Due Diligence Report made by KPMG dated July 24,2018 and December 28, 2018 shall be true, correct, complete and not misleading in all respects.
Representations and Warranties of Warrantors. Subject to Section 11.03, except as set forth in the disclosure schedule delivered by the Company to each Investor as of the date hereof (the “Disclosure Schedule”), each of the Warrantors, jointly and severally, represents and warrants to each Investor as of the date hereof and as of each Closing Date that:
Representations and Warranties of Warrantors. Each of (i) the Group Companies and (ii) the Management, but solely with respect to the “Management Representations” which are Sections 4.1, 4.2, 4.3(b), 4.4, 4.5, 4.6, 4.7, 4.20, 4.28 and, solely with respect to the representations and warranties relating to the Management, Sections 4.12(e), 4.12(f), 4.18, 4.19, 4.21, and 4.23 (together, the “Warrantors” and each, a “Warrantor”) hereby, jointly and severally, represents and warrants to the Series F Investor that, subject to the disclosures set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (which shall be deemed to be representations and warranties of the Warrantors, provided that the Warrantors will not be liable to the Series F Investor in respect of the representations and warranties hereunder to the extent exceptions are fairly disclosed in the Disclosure Schedule with reasonable details) and as otherwise expressly provided in the Transaction Documents (as defined below), each of the representations and warranties set forth in this Section 4 is true, complete, accurate and not misleading as of the date of this Agreement and as of the Closing Date, with the same effect as though made at and as of such date, or as of another date if any representation or warranty is made with respect to such other date (any reference to a party’s “knowledge” hereunder shall mean such party’s knowledge on the basis that due and diligent inquiries of officers and directors should have been made of such party reasonably believed to have knowledge of the matter in question; and “
Representations and Warranties of Warrantors. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached hereto as Exhibit E (the “Disclosure Schedule”), each of the Group Companies, the Founder Parties and the ESOP Platform (each a “Warrantor”, collectively, the “Warrantors”) hereby, jointly and severally, represents and warrants to the Investor that each of the statements contained in Exhibit D attached hereto (the “Warrantor Representations and Warranties”) is true, correct and complete as of the date of this Agreement and as of the Closing Date (other than those representations and warranties that address matters only as of a particular date, which representations and warranties will only need to be true, correct and complete as of such particular date). Between the Signing Date and the Closing Date, without prejudice to the force and effect of the Warrantor Representations and Warranties, the Warrantors shall inform the Investor of all events that the Warrantors believe will likely cause a breach of the Warrantor Representations and Warranties.
Representations and Warranties of Warrantors. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached hereto as Exhibit H (the “Disclosure Schedule”) which forms part of the representation and warranties herein, each of the Warrantors severally and jointly represents and warrants to each Investor that, (a) each of the Fundamental Warranties is true, accurate and is not misleading in all respects as of the date hereof and as of the date of the relevant Closing applicable to such Investor, (b) each of the statements contained in Exhibit C (other than the Fundamental Warranties) is true and accurate and is not misleading (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) in all material aspects as of the date hereof and as of the date of the relevant Closing applicable to such Investor, except if a representation or warranty is made as of a specified date, as of such date; provided, that at each of the Additional Closing(s) and the Final Closing (as the case may be), the Company shall be permitted to supplement and update the Disclosure Schedule by way of a supplemental disclosure document (the “Supplemental Disclosure”) submitted to the relevant Investor prior to the date of the Additional Closing(s) or the Final Closing (as the case may be). The Parties agree that (a) the form and substance of such Supplemental Disclosure shall be delivered to the relevant Investor no less than five (5) Business Days prior to the date of such relevant Closing; and (b) in no event shall the Supplemental Disclosure provided by the Company to the relevant Investor be deemed to have amended or qualified any of the statements in this Section 4.1 (including the Disclosure Schedule as of the date hereof) for any purpose.
Representations and Warranties of Warrantors. Each of the Guarantors, the Company and the Domestic Entities (each, a “Warrantor”) hereby jointly and severally represents and warrants to the Investors as follows, subject to such exceptions as may be set forth in the Disclosure Schedules attached to this Agreement as Schedule B (the “Disclosure Schedules”). Subject to the Disclosure Schedules, the representations and warranties made by the Warrantors in this Section 3 shall be true and correct as of the date of this Agreement and shall remain true and correct as of the Closing, except for representations and warranties made expressly as of another date, which representations and warranties shall be true and correct on and as of such date.
