Common use of Representation and Warranties of the Sellers Clause in Contracts

Representation and Warranties of the Sellers. Each Seller hereby severally and not jointly represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows: 3.1.1 Such Seller has been duly organized and is validly existing as a limited partnership, in good standing under the laws of its jurisdiction of organization. 3.1.2 Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto. Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances 3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto, has been taken or will be taken prior to the Closing. 3.1.4 This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.1.5 The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) result in a violation of such Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement). 3.1.6 No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder. 3.1.7 As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company. 3.1.8 Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith. The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement. Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

Representation and Warranties of the Sellers. Each Seller hereby jointly and severally and not jointly represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows: 3.1.1 Such Seller has been is an exempted limited partnership duly organized formed and is registered, validly existing as a limited partnership, and in good standing under the laws of its jurisdiction of organizationthe Cayman Islands. 3.1.2 Such Seller is has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A heretotransactions contemplated hereby. Such Seller has obtained all necessary partnership approvals for the right to transfer the full legal execution and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power delivery of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear performance of any and all Encumbrances 3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery ofhereunder, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer consummation of the Securities set forth opposite its name on Exhibit A hereto, has been taken or will be taken prior to the Closing. 3.1.4 transactions contemplated hereby. This Agreement has been duly executed and delivered by such Seller and is a (assuming due authorization, execution and delivery by the Purchaser) constitutes such Seller’s legal, valid and binding obligation of obligation, enforceable against such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.1.5 3.1.3 The executionCAGP III Shares are owned of record by CAGP III and beneficially by the partners in CAGP III, delivery free and performance clear of this Agreement any and all Encumbrances. The CAGP III Co-Investment Shares are owned of record by CAGP III Co-Investment and beneficially by the consummation by such Seller partners of the transactions contemplated hereby do not CAGP III Co-Investment, free and will not clear of any and all Encumbrances. “Encumbrance” means (i) result in a violation any mortgage, charge (whether fixed or floating), pledge, lien (other than lien created by operation of such Seller’s charter documentslaw), bylawshypothecation, operating agreementassignment, partnership agreement deed of trust, title retention, security interest or other organizational documents encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) conflict withany lease, sub-lease, occupancy agreement, easement or constitute covenant granting a default right of use or occupancy to any person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or an event which with notice refusal or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation transfer restriction in favor of any agreementperson and (iv) any adverse claim as to title, indenture possession or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement)use. 3.1.6 No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder. 3.1.7 As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company. 3.1.8 Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith. The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement. Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

Representation and Warranties of the Sellers. Each Seller hereby severally and not jointly represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows: 3.1.1 Such Seller has been duly organized and is validly existing as a limited partnership, in good standing under the laws of its jurisdiction of organization. 3.1.2 Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto,. Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances 3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto, has been taken or will be taken prior to the Closing. 3.1.4 This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.1.5 The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) result in a violation of such Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement). 3.1.6 No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder. 3.1.7 As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company. 3.1.8 Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith. The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement. Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

Representation and Warranties of the Sellers. Each Seller hereby severally and not jointly represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows: 3.1.1 Such Seller has been duly organized and is validly existing as a limited partnershipcompany, in good standing under the laws of its jurisdiction of organization. 3.1.2 Such Seller is the sole legal and beneficial owner of the Securities set forth opposite such Seller’s name on Exhibit A hereto. Such Seller has the right to transfer the full legal and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear of any and all Encumbrances 3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery of, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer of the Securities set forth opposite its name on Exhibit A hereto, has been taken or will be taken prior to the Closing. 3.1.4 This Agreement has been duly executed and delivered by such Seller and is a valid and binding obligation of such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.1.5 The execution, delivery and performance of this Agreement and the consummation by such Seller of the transactions contemplated hereby do not and will not (i) result in a violation of such Seller’s charter documents, bylaws, operating agreement, partnership agreement or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Seller is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement). 3.1.6 No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder. 3.1.7 As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company. 3.1.8 Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith. The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement. Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.

Representation and Warranties of the Sellers. Each Seller hereby jointly and severally and not jointly represents and warrants to the Purchaser, as of the date hereof and the Closing Date, as follows: 3.1.1 Such Seller has been is an entity duly organized and is organized, validly existing as a limited partnership, and in good standing under the laws of its the jurisdiction of organizationits formation. 3.1.2 Such Seller is has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the sole legal and beneficial owner transactions contemplated hereby (including, without limitation, sale of the Securities set forth opposite such Seller’s name on Exhibit A heretoCAGP III Shares). Such Seller has obtained all necessary partnership approvals for the right to transfer the full legal execution and beneficial interest in the Securities to the Purchaser free from all encumbrances, including without limitation any pledge, claim, mortgage, security, lien, option, equity, power delivery of sale, hypothecation, retention of title, right of pre-emption, judicial freezing order or non-disposal order or other form of attachment or restriction on sale issued by any judicial, government or regulatory body, and without the consent of any third party (“Encumbrances”). The Ordinary Shares owned by such Seller have been duly authorized and validly issued, fully paid and non-assessable, issued in compliance with applicable law and were not issued in violation of, or subject to, any preemptive, subscription or other similar rights of any other person. Upon the transfer of the Securities owned by such Seller to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to such Securities, free and clear performance of any and all Encumbrances 3.1.3 Such Seller has the full right, power and authority to enter into and perform its obligations under this Agreement. All corporate or other action on the part of such Seller necessary for (i) authorizing the execution and delivery ofhereunder, and the performance by it of all its obligations under this Agreement and (ii) the performance by such Seller of its obligations hereunder and thereunder, including the transfer consummation of the Securities set forth opposite its name on Exhibit A heretotransactions contemplated hereby (including, has been taken or will be taken prior to without limitation, sale of the Closing. 3.1.4 CAGP III Shares). This Agreement has been duly executed and delivered by such Seller and is a (assuming due authorization, execution and delivery by the Purchaser) constitutes such Seller’s legal, valid and binding obligation of obligation, enforceable against such Seller enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. 3.1.5 3.1.3 The executionCAGP III Shares are owned of record and beneficially by CAGP III, delivery free and performance clear of this Agreement any and the consummation all Encumbrances. The CAGP III Co-Investment Shares are owned of record and beneficially by such Seller CAGP III Co-Investment, free and clear of the transactions contemplated hereby do not any and will not all Encumbrances. “Encumbrance” means (i) result in a violation any mortgage, charge (whether fixed or floating), pledge, lien (other than lien created by operation of such Seller’s charter documentslaw), bylawshypothecation, operating agreementassignment, partnership agreement deed of trust, title retention, security interest or other organizational documents encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) conflict withany lease, sub-lease, occupancy agreement, easement or constitute covenant granting a default right of use or occupancy to any person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or an event which with notice refusal or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation transfer restriction in favor of any agreementperson and (iv) any adverse claim as to title, indenture possession or instrument or obligation to which such Seller is a party or use. Upon completion of the Closing (including the delivery of the payment of the Aggregate Purchase Price by which its properties or assets are boundthe Purchaser) as contemplated in Section 2 of this Agreement, or result in a violation the Purchaser will beneficially own the Shares, free and clear of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Seller or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller or prevent, materially delay or materially impede the ability of such Seller to consummate the transactions contemplated by this Agreement)all Encumbrances. 3.1.6 No consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party are required to be obtained or made by such Seller in connection with the execution, delivery and performance by such Seller of this Agreement and the consummation by such Seller of the transactions contemplated hereunder. 3.1.7 As of the date hereof, such Seller has no knowledge of any material fact, condition or information not disclosed in the public filings of the Company which has materially affected or may materially affect the business of the Company (considered together with its subsidiaries); and the sale of the Securities by such Seller pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in public filings of the Company. 3.1.8 Such Seller is a sophisticated institutional investor with respect to the Securities with sufficient knowledge and experience in financial and business matters, including investing in and disposing the Securities and similar securities, to properly negotiate and evaluate the merits of the transactions contemplated herein and that it is able to bear the substantial risks associated therewith. The sale of the Securities pursuant to this Agreement is for its own account and such Seller has independently and without reliance upon the Purchaser or its representatives and based on such information as it has deemed appropriate in its independent judgment, made its own analysis and decision to sell the Securities pursuant to this Agreement. Such Seller acknowledges that it has had the opportunity to consult with such advisors as it deems appropriate (including, without limitation, legal counsel) with respect to the matters referred to in this Agreement.