Common use of REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to each 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 Investors 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 Investors 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 applicable Investor proposed to consummate the Closing 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. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to each Investorthe JD Parties, except as set forth in the Company Disclosure Schedule (disclosures contained in which shall be deemed to be the exceptions to the Company Warranties to the Investors JD Parties 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 Investors JD Parties 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 in either case 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 Company 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 applicable Investor proposed to consummate the Closing Parties and must be agreed by such between the 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 Company Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to each 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 Investors 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 Investors 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 applicable Investor proposed to consummate the Closing 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. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to each 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 Investors 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 Investors 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 in either case 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 applicable Investor proposed to consummate the Closing Parties and must be agreed by such between the 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. Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to each 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 Investors 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 Investors 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 Sections 4.1, 4.4 through 4.6 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, and the Company Warranties made by each Warrantor in Sections 4.2, 4.3, 4.7 through 4.29 shall be deemed to be repeated as of the Offshore Closing as if they were made on and as of the Offshore Closing and all references therein to the date of this Agreement were references to the Offshore Closing except in either case 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 applicable Investor proposed to consummate the Closing 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.