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

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. 3.2 Each of the Company Warranties shall be construed as a separate and independent Company Warranty and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms of this Agreement. 3.3 The Warrantors shall procure that no act shall be performed or omission allowed, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the Closing Date. 3.4 The Warrantors accept that the Investors are entering into this Agreement in reliance upon representations in the terms of the Company Warranties made by the Warrantors with the intention of inducing the Investors to enter into this Agreement and that accordingly the Investors have been induced to enter into this Agreement and each of the Company Warranties. 3.5 The Warrantors undertake to disclose in writing to each Investor anything which is or may constitute a breach of or be inconsistent with any of the Company Warranties immediately after it comes to the notice of any of them both before and at the time of 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. 3.2 Each of the Company Warranties shall be construed as a separate and independent Company Warranty and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms of this Agreement. 3.3 The Warrantors shall procure that no act shall be performed or omission allowed, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the Closing Date. 3.4 The Warrantors accept that the Investors are entering into this Agreement in reliance upon representations in the terms of the Company Warranties made by the Warrantors with the intention of inducing the Investors to enter into this Agreement and that accordingly the Investors have been induced to enter into this Agreement and each of the Company WarrantiesAgreement. 3.5 The Warrantors undertake to disclose in writing to each Investor anything which is or may constitute a breach of or be inconsistent with any of the Company Warranties immediately after it comes to the notice of any of them both before and at the time of Closing.

REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS. 3.1 Subject Each of the Warrantors, jointly and severally, hereby represents, warrants and undertakes to such exceptions each Investor, except as may be specifically set forth in the Disclosure Schedule, each member of Schedule (disclosures contained in which shall be deemed to be the exceptions to the Company Group and the Founder (together, the “Warrantors” and each a “Warrantor”), jointly and severally, represents and warrants 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 (the “Company Warranties”) as Warranties set out in Schedule D this Section 4 is true, complete and accurate, complete, and not misleading as of the date of this Agreementin all respects, and each of acknowledges that the Investors are relying on 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 made by reference to the facts and circumstances subsisting at that date and on the basis that any reference such Warrantors in the Company Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Closing Date. 3.2 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 andWarranty. The Company Warranties made by each Warrantor in Sections 4.1, except where expressly provided 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 contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms date of this Agreement. 3.3 The Warrantors shall procure that no act shall be performed or omission allowedAgreement were references to the Closing, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the Closing Date. 3.4 The Warrantors accept that the Investors are entering into this Agreement in reliance upon representations in the terms of 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 Warrantors with Offshore Closing as if they were made on and as of the intention Offshore Closing and all references therein to the date of inducing the Investors to enter into this Agreement and were references to the Offshore Closing except in either case for those Company Warranties that accordingly the Investors address matters only as of a particular date, which Company Warranties will have been induced true, correct and complete as of such particular date. The Warrantors are permitted to enter into this Agreement and each supplement the Disclosure Schedule by way of the Company Warranties. 3.5 The Warrantors undertake supplemental disclosure to disclose in writing be given prior to each Investor anything which is or may constitute a breach of or be inconsistent with any as of the Company Warranties immediately after it comes Closing, the form and substance of which shall be subject to the notice of any of them both before agreement by the Company and at the time of Closingapplicable Investor proposed to consummate the Closing and must be agreed 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. 3.1 Subject to such exceptions as may be specifically set forth in the Disclosure Schedule, each member Each of the Company Group and the Founder (together, the “Warrantors” and each a “Warrantor”), jointly and severally, represents hereby represents, warrants and warrants undertakes to the Investors 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 JD Parties only if such disclosures are fully, specifically and accurately stated therein), as of the date hereof that each of the Company warranties (the “Company Warranties”) as Warranties set out in Schedule D this Section 4 is true, complete and accurate, complete, and not misleading as of the date of this Agreementin all respects, and each of acknowledges that JD Parties are relying on 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 made by reference to the facts and circumstances subsisting at that date and on the basis that any reference such Warrantors in the Company Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Closing Date. 3.2 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 and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms of this Agreement. 3.3 Warranty. The Warrantors shall procure that no act shall be performed or omission allowed, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the Closing Date. 3.4 The Warrantors accept that the Investors are entering into this Agreement in reliance upon representations in the terms of the Company Warranties made by each Warrantor in this Section 4 shall be deemed to be repeated as of the Warrantors with Closing as if they were made on and as of the intention Closing and all references therein to the date of inducing the Investors to enter into this Agreement and were references to the Closing, except in either case for those Company Warranties that accordingly the Investors address matters only as of a particular date, which Company Warranties will have been induced true, correct and complete as of such particular date. The Warrantors are permitted to enter into this Agreement and each supplement the Company Disclosure Schedule by way of the Company Warranties. 3.5 The Warrantors undertake supplemental disclosure to disclose in writing to each Investor anything which is or may constitute a breach of or be inconsistent with any given as of the Company Warranties immediately after it comes Closing, the form and substance of which shall be subject to the notice of any of them both before agreement by the Parties and at must be agreed between the time of ClosingParties 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.