Common use of SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT Clause in Contracts

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Note Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; providedprovided that, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement Agreement, the Notes or such the other documentNote Documents, certificate, instrument or agreement containing such representation or warrantyas applicable. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Note Documents shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any other Note Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a NoteNote (provided that it is understood that such representations and warranties were made solely as at the Closing and with respect to the relevant facts and circumstances in existence as at the date of Closing and nothing in this Agreement shall be deemed, interpreted or construed in any way with respect to the Company making such representations and warranties as at any other day), regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided, provided that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein made hereunder and in any other Note Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery of this Agreement hereof and the Notes, the purchase thereof. Such representations and warranties have been or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may will be relied upon by any subsequent Holder the Agent and each Purchaser or holder of a Note, regardless of any investigation made at by the Agent or any time by Purchaser or holders of a Note or on their behalf and notwithstanding that the Agent or any Purchaser or holder of such Purchaser a Note may have had notice or knowledge of any Default at the time of purchase of any Note, and shall continue in full force and effect as long as any Note or any other Holder of a Note; provided, that no representation Obligation hereunder shall remain unpaid or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantyunsatisfied. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein herein, in the other Note Documents and in any certificate or other instrument delivered in connection with or pursuant to this Agreement or the other Note Documents shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Note Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company any Obligor pursuant to this Agreement or any other Note Document shall be deemed representations and warranties of the Company such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any other Note Document embody the entire agreement and understanding between each Purchaser and the Company Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided, provided that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. ANNEX A-47 (Amended and Restated Note Purchase Agreement)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any Supplemental Note Purchase Agreement shall survive the execution and delivery of this Agreement or any Supplemental Note Purchase Agreement and the Notes, the purchase or transfer by any Purchaser the Purchasers of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser the Purchasers or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement (including in any Supplemental Note Purchase Agreement) shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein are true and correct as of the date of this Agreement and shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Financing Agreements, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company any Obligor pursuant to this any Financing Agreement shall be true and correct as of the date made and shall be deemed representations and warranties of the Company such Obligor under this such Financing Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Financing Agreements embody the entire agreement and understanding between each Purchaser and the Company Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.. eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. ANNEX A-44 (Amended and Restated Note Purchase Agreement)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein herein, which shall be deemed made only as of the date hereof and the date of Closing, shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. Xxxxxx Xxxxx Resources, Inc. Note Purchase Agreement

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Note Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; providedprovided that, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement Agreement, the Notes or such the other documentNote Documents, certificate, instrument or agreement containing such representation or warrantyas applicable. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Note Documents shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes, any Subsidiary Guaranties and the Notes any other Note Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any of the other Transaction Documents shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Transaction Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any of the other Transaction Documents shall be deemed representations and warranties of the Company under this AgreementAgreement or such other Transaction Document. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser among AIG, the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein and in the other Transaction Documents shall survive the execution and delivery of this Agreement Agreement, the Warrants and the Notes, the purchase or transfer by any Purchaser of any Note Note, any Warrant or any portion thereof or interest therein and the payment of any NoteNote or exercise of any Warrant, and may be relied upon by any subsequent Holder or holder of a NoteWarrant, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder or holder of a NoteWarrant; provided, that no representation or warranty shall be deemed to be made as of any time other than (i) the Signing Date or the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty, or (ii) at the time of the Closing. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents shall be deemed representations and warranties of the Company under this AgreementAgreement or the other Transaction Document, as applicable. Subject to the preceding sentence, this Agreement and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings understandings, in each case relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesPurchase Agreement, the purchase or transfer by any the Initial Purchaser of any Note Bond or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a NoteBond, regardless of any investigation made at any time by or on behalf of the Initial Purchaser, provided that all such Purchaser or any other Holder of a Note; provided, that no representation or warranty shall be deemed to be representations and warranties are made as of any time other than the date of execution this Purchase Agreement and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantythe Closing Date. All statements contained in any certificate or other instrument delivered by or on behalf of the Company (as the case may be) pursuant to this Purchase Agreement shall be deemed representations and warranties of the Company (as the case may be) under this Purchase Agreement. Subject to the preceding sentence, this Agreement Purchase Agreement, the Indenture and the Notes Bonds embody the entire agreement and understanding between each Purchaser and the Initial Purchaser, the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein and in the other Note Documents, in any amendment or Supplement to this Agreement or any other Note Document shall survive the execution and delivery of this Agreement Agreement, the Notes, any Supplement and the Notesother Note Documents, the purchase or transfer by any Purchaser or any Additional Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or such Additional Purchaser or any other Holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement Agreement, any Supplement or any other Note Documents shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement (including each Supplement) and the Notes Notes, the other Note Documents embody the entire agreement and understanding between each Purchaser, each Additional Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the NotesWarrants, the purchase or transfer by any Note Purchaser of any Note or portion thereof or interest therein therein, the purchase or transfer by any Warrant Purchaser of any Warrant or portion thereof or interest therein, and the payment of any Note, and may be relied upon by any subsequent Holder holder of a NoteNote or Warrant, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation Note or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantyWarrant. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Warrants embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided, provided that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. ANNEX A-43 (Amended and Restated Note Purchase Agreement)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein and in the other Transaction Documents shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or any Warrant or or any portion thereof or interest therein and the payment of any NoteNote or exercise of any Warrant, and may be relied upon by any subsequent Holder or holder of a NoteWarrant, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a NoteHolder; provided, that no representation or warranty shall be deemed to be made as of any time other than (i) the Signing Date or the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty, or (ii) at the time of the Closing. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents shall be deemed representations and warranties of the Company under this AgreementAgreement or the other Transaction Document, as applicable. Subject to the preceding sentence, this Agreement and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings understandings, in each case relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. EQUITY ONE, INC. NOTE PURCHASE AGREEMENT All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a NoteNote permitted hereunder, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein made hereunder and in any other Note Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery of this Agreement hereof and the Notes, the purchase thereof. Such representations and warranties have been or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may will be relied upon by any subsequent Holder each Agent and each Purchaser or holder of a Note, regardless of any investigation made at by any time by Agent or any Purchaser or holders of a Note or on their behalf and notwithstanding that any Agent or any Purchaser or holder of such Purchaser a Note may have had notice or knowledge of any Default at the time of purchase of any Note, and shall continue in full force and effect as long as any Note or any other Holder of a Note; provided, that no representation Obligation hereunder shall remain unpaid or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantyunsatisfied. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any of the other Finance Documents shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Finance Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or any other Obligor pursuant to this Agreement or any of the other Finance Documents shall be deemed representations and warranties of the Company or such other Obligor under this AgreementAgreement or such other Finance Document. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Finance Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All ------------------------------------------------------------ representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the NotesWarrants, the purchase or transfer by any the Purchaser of any Note the Notes or portion the Warrants or portions thereof or interest therein and the payment of any Notethe Notes, and may be relied upon by any subsequent Holder holder of a Noteany Note and any Warrant, regardless of any investigation made at any time by or on behalf of such the Purchaser or any other Holder of a Note; provided, that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantyholder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Warrants embody the entire agreement and understanding between each the Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other Holder holder of a Note; provided, however that no representation or warranty all representations and warranties contained herein shall be deemed to be made as expire upon the indefeasible payment in full of any time other than the date of execution and delivery of all amounts due in connection with this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantyAgreement. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder holder of a Note; provided, Note and provided that no representation or warranty it is acknowledged that such representations and warranties shall only be deemed to be made true as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warrantythey were made. All statements contained in any certificate or other instrument executed and delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein and in the other Transaction Documents shall survive the execution and delivery of this Agreement Agreement, the Warrants and the Notes, the purchase or transfer by any Purchaser of any Note Note, any Warrant or any portion thereof or interest therein and the payment of any NoteNote or exercise of any Warrant, and may be relied upon by any subsequent Holder or holder of a NoteWarrant, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder or holder of a NoteWarrant; provided, that no representation or warranty shall be deemed to be made as of any time other than (i) the Signing Date or the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty, (ii) at the time of the Initial Closing or (iii) at the time of the Subsequent Closing. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Transaction Documents shall be deemed representations and warranties of the Company under this AgreementAgreement or the other Transaction Document, as applicable. Subject to the preceding sentence, this Agreement and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings understandings, in each case relating to the subject matter hereof.