WARRANTIES OF THE PURCHASERS. Except as set forth in the Purchasers Disclosure Letter, the Purchasers, jointly and severally, represent and warrant to the Sellers, as at the Signature Date and at the Closing Date, as follows:
WARRANTIES OF THE PURCHASERS. Each of the Purchasers hereby represents and warrants to the Seller and LB Holdco that the statements set out in Schedule 7(B) (the “Purchaser Warranties”) are true, complete, and accurate and not misleading, and are deemed repeated as of the Signing Date and the First Payment Date, by reference to facts and circumstances on or immediately prior to the said dates.
WARRANTIES OF THE PURCHASERS. 43 5.1 Authority.........................................................................................43 5.2
WARRANTIES OF THE PURCHASERS. As a material inducement for TW UK to enter into this Agreement and issue the Purchasers' Securities, the Purchasers hereby warrants to TW UK that the statements contained in this Article V are correct and complete as of the date of this Agreement.
WARRANTIES OF THE PURCHASERS. Each of the Purchasers, severally and not jointly, hereby represents and warrants to the Company as follows: Organization; Authority. Such Purchaser is a corporation duly incorporated or a limited liability company or limited partnership duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with the requisite power and authority, corporate or otherwise, to enter into and to consummate the transactions contemplated hereby and by the Registration Rights Agreement and otherwise to carry out its obligations hereunder and thereunder. The purchase by such Purchaser of the Units hereunder has been duly authorized by all necessary action on the part of such Purchaser. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by such Purchaser and constitutes the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. Investment Intent. Such Purchaser is acquiring the Units for its own account for investment purposes only and not with a view to or for distributing or reselling the Units, the Shares, the Warrants or the Underlying Shares or any part thereof or interest therein in violation of any securities laws; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Units, the Shares, the Warrants or the Underlying Shares for any minimum or other specific term and reserves the right to dispose of the securities at any time in accordance with or pursuant to a registration statement or an exemption under the Act. Purchaser Status. At the time such Purchaser was offered the Units, and at the Tranche A Closing Date and the Tranche B Closing Date, (i) it was and will be an "accredited investor" as defined in Rule 501 under the Act or (ii) such Purchaser, either alone or together with its representatives, had and will have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Units. Reliance. Each Purchaser understands and acknowledges that (i) the Units are being offered and sold to the Purchaser without registration und...
WARRANTIES OF THE PURCHASERS. Each Purchaser, severally and not jointly, represents and warrants to the Company that:
WARRANTIES OF THE PURCHASERS. Each of the Purchasers hereby represents and warrants to the Seller and VTI that the statements set out in Schedule 9(B) (the “Purchaser Warranties”) are true, complete, and accurate and not misleading, and are deemed repeated as of the Signing Date and the First Payment Date, by reference to facts and circumstances on or immediately prior to the said dates.
WARRANTIES OF THE PURCHASERS. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):
WARRANTIES OF THE PURCHASERS. Each Purchaser hereby makes the following representations and warranties (solely as to itself), each of which is and shall be true and correct on the date hereof and at the Closing, to the Company and all such representations and warranties shall survive the Closing:
