REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties, jointly and severally, represent and warrant to Purchaser as follows, which representations and warranties shall survive the consummation of the Contemplated Transactions:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. Each Seller Party represents and warrants as to itself, except when specifically provided, in which case, the specified Seller Party represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties jointly and severally represent Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. In order to induce the parties hereto to enter into this Amendment, each of the Seller Parties represents and warrants to the Agent and the Purchasers, as to itself, that:
(a) The representations and warranties of such Seller Party set forth in Section 5.1 of the Agreement, as hereby amended, are true, correct and complete on the date hereof as if made on and as of the date hereof and there exists no Amortization Event or Potential Amortization Event on the date hereof, provided that in the case of any representation or warranty in Section 5.1 that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under this Section 4(a) shall be made as of such earlier date.
(b) The execution and delivery by such Seller Party of this Amendment has been duly authorized by proper corporate proceedings of such Seller Party and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally.
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Group Companies, the Founder Holding Companies and the Founders (collectively, the “Seller Parties” and individually, a “Seller Party”) hereby jointly and severally represent and warrant to the Series C-3 Purchaser, subject to the disclosures set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed to be representations and warranties to the Series C-3 Purchaser), as of the date hereof, the date of the Closing (the “Closing Date”) hereunder, as follows.
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties hereby represent, warrant and agree as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties, jointly and severally, represent and warrant to Buyer as follows as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. The Seller Parties hereby jointly represent and warrant to the Investors as follows:
(a) Each of the Holding Entities is the record owner of, and has good and valid title to, the Covered Shares, free and clear of liens other than as created by this Agreement. The Sellers beneficially own the Covered Shares and have sole voting power, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Seller Parties do not own beneficially or of record any (i) shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company other than those in the Recitals herein or (iii) options or other rights to acquire from the Company any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other contract to which any Seller Party is a party restricting or otherwise relating to the voting or Transfer of the Covered Shares. Each Seller Party has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement.
(b) Each of Holding Entities is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Holding Entities, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized and no other actions or proceedings on the part of the Holding Entities are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller Parties and, assuming due authorization, execution and delivery by the Investors, constitutes a legal, valid and binding obligation of the Seller Parties, enfor...
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. In order to induce the Agent and the Purchasers to enter into this Amendment, each Seller Party hereby represents and warrants to the Agent and the Purchasers (i) that as of the date hereof, each of such Seller Party's representations and warranties set forth in Section 5.1 of the Existing Agreement is true and correct as of the date hereof, and (ii) that, as to itself, each of the following representations and warranties is true and correct as of the date hereof:
