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.
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. 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 delivered by the Warrantors to the Series B3 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 B3 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. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to the Investor, except as set forth in the Disclosure Schedule (disclosures contained in which shall be deemed to be the exceptions to the Company Warranties to the Investor only if such disclosures are fully, specifically and accurately stated therein), as of the date hereof that each of the Company Warranties set out in this Section 4 is true, complete and accurate, and not misleading in all material respects, and acknowledges that the Investor are relying on the Company Warranties made by such Warrantors in this Section 4 in entering into this Agreement. Each of the Company Warranties made by any Warrantor in Section 4 shall be construed as a separate and independent Company Warranty. The Company Warranties made by each Warrantor in this Section 4 shall be deemed to be repeated as of the Closing as if they were made on and as of the Closing and all references therein to the date of this Agreement were references to the Closing, except for those Company Warranties that address matters only as of a particular date, which Company Warranties will have been true, correct and complete as of such particular date. The Warrantors are permitted to supplement the Disclosure Schedule by way of the supplemental disclosure to be given prior to or as of the Closing, the form and substance of which shall be subject to the agreement by the Company and the Investor, and must be agreed by such Parties no less than five (5) days prior to the Closing and, failing such agreement (which shall not be unreasonably withheld or delayed), no material change or supplementation shall be made to the Disclosure Schedule.
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. 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 of this Agreement, which shall be in the form attached hereto as Exhibit G (the “Disclosure Schedule”), which Disclosure Schedule shall be deemed to be exceptions to the representations and warranties of the Warrantors to the Investors, each of the Warrantors jointly and severally represents and warrants to the Investors as of the date of this Agreement and the Closing that the following statements are true, correct, complete and not misleading.
