Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 25 contracts
Samples: Common Stock Purchase Agreement (Taronis Fuels, Inc.), Common Stock Purchase Agreement (Taronis Fuels, Inc.), Common Stock Purchase Agreement (Taronis Fuels, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 24 contracts
Samples: Debenture and Warrant Purchase Agreement (Gryphon Gold Corp), Note and Warrant Purchase Agreement (Eden Energy Corp), Stock and Warrant Purchase Agreement (Verticalnet Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Advance Notice Date as though made at that time, except for (other than representations and warranties that are expressly made which address matters only as of a particular certain date, which shall be true and correct in all respects as written as of such certain date).
Appears in 23 contracts
Samples: Standby Equity Purchase Agreement (Applied Digital Corp.), Standby Equity Purchase Agreement (Brand Engagement Network Inc.), Standby Equity Purchase Agreement (AGBA Group Holding Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respectsmaterial respects as of the Advance Notice Date, except to the extend such representations and all other warranties are as of another date, such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 22 contracts
Samples: Standby Equity Purchase Agreement (Coeptis Therapeutics Holdings, Inc.), Standby Equity Purchase Agreement (Inception Growth Acquisition LTD), Standby Equity Purchase Agreement (Prairie Operating Co.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 22 contracts
Samples: Securities Purchase Agreement (Lion Biotechnologies, Inc.), Common Stock Purchase Agreement (Tiger Ethanol International Inc.), Note and Warrant Purchase Agreement (Communication Intelligence Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 19 contracts
Samples: Securities Purchase Agreement (ZW Data Action Technologies Inc.), Securities Purchase Agreement (ZW Data Action Technologies Inc.), Securities Purchase Agreement (ZW Data Action Technologies Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 18 contracts
Samples: Debt Exchange Agreement (Orgenesis Inc.), Debt Exchange Agreement (Orgenesis Inc.), Debt Exchange Agreement (Orgenesis Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timesuch Closing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 17 contracts
Samples: Stock Purchase Agreement (Dynaresource Inc), Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (Hooper Holmes Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Advance Notice Date as though made at that time, except for (other than representations and warranties that are expressly made which address matters only as of a particular certain date, which shall be true and correct in all respects as written as of such certain date.
Appears in 16 contracts
Samples: Standby Equity Purchase Agreement (ZOOZ Power Ltd.), Standby Equity Purchase Agreement (NeuroSense Therapeutics Ltd.), Standby Equity Purchase Agreement (Rail Vision Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Future FinTech Group Inc.), Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Color Star Technology Co., Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 13 contracts
Samples: Stock Issuance Agreement (Synthetic Biologics, Inc.), Stock Issuance Agreement (AmpliPhi Biosciences Corp), Stock Purchase Agreement (Intrexon Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 13 contracts
Samples: Subscription Agreement (Juhl Wind, Inc), Subscription Agreement (Press Ventures, Inc.), Subscription Agreement (Sino Daren Co. LTD)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeClosing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 9 contracts
Samples: Stock Purchase Agreement (Dynaresource, Inc.), Stock Purchase Agreement (Dynaresource, Inc.), Stock Purchase Agreement (Dynaresource, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 9 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Advanced Growing Systems, Inc.), Series a Convertible Preferred Stock and Warrant Purchase Agreement (Nascent Wine Company, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Advanced Environmental Recycling Technologies Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respectsmaterial respects as of the Advance Notice Date, except to the extent such representations and all other warranties are as of another date, such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 8 contracts
Samples: Equity Purchase Facility Agreement (New Era Helium Inc.), Standby Equity Purchase Agreement (Nukkleus Inc.), Standby Equity Purchase Agreement (Armlogi Holding Corp.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timesuch Closing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.), Securities Purchase Agreement (Myos Rens Technology Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Artistry Publications Inc), Convertible Preferred Stock Purchase Agreement (National Realty & Mortgage Inc), Series a Convertible Preferred Stock Purchase Agreement (Victory Divide Mining CO)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 5 contracts
Samples: Note Purchase Agreement (Ants Software Inc), Warrant Purchase Agreement (Ants Software Inc), Securities Purchase Agreement (Coeur D Alene Mines Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company and its Subsidiaries in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (La Jolla Pharmaceutical Co), Securities Purchase Agreement (Genta Inc De/)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 4 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Advanced Growing Systems, Inc.), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Convertible Preferred Stock Purchase Agreement (International American Technologies, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Dynaresource Inc), Securities Purchase Agreement (Victory Electronic Cigarettes Corp), Securities Purchase Agreement (NeoStem, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement Agreement, the Warrants and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Lion Biotechnologies, Inc.), Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.), Securities Purchase Agreement (ImmunoCellular Therapeutics, Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company set forth in this Agreement and in any of the other Transaction Documents that are qualified by materiality or by reference documents and agreements entered into pursuant to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties this Agreement shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though if made at on that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 3 contracts
Samples: Incorporation and Exchange Agreement, Incorporation and Exchange Agreement (Gregg Appliances Inc), Incorporation and Exchange Agreement (Hhgregg, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and in each of the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Broadcast International Inc), Securities Purchase Agreement (Nascent Wine Company, Inc.), Securities Purchase Agreement (Lighting Science Group Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, respects as of the date when made and as of the Subsequent Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 3 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series B Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 3 contracts
Samples: Convertible Secured Promissory Note and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), Convertible Secured Promissory Note and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), Series F Convertible Preferred Stock Issuance Agreement (BPO Management Services)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Quest Oil Corp), Note and Warrant Purchase Agreement (Interlink Global Corp), Note and Warrant Purchase Agreement (Interlink Global Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, respects as of the date when made and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date applicable to such Purchaser as though made at that time, time (except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date).
Appears in 3 contracts
Samples: Series B Convertible Participating Preferred Stock and Warrant Purchase Agreement (NovaRay Medical, Inc.), Series D Convertible Preferred Stock Purchase Agreement (Remote MDX Inc), Note and Warrant Purchase Agreement (NovaRay Medical, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in all respectswhich case, and all other such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (MSP Recovery, Inc.), Common Stock Purchase Agreement (Lionheart Acquisition Corp. II), Common Stock Purchase Agreement (Tuatara Capital Acquisition Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Sino Green Land Corp), Common Stock and Warrant Purchase Agreement (Sino Green Land Corp), Common Stock and Warrant Purchase Agreement (Sino Green Land Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Alliqua, Inc.), Securities Purchase Agreement (Imedia International Inc), Securities Purchase Agreement (Imedia International Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Agrify Corp), Note and Warrant Purchase Agreement (Agrify Corp), Note and Warrant Purchase Agreement (Fluoropharma Medical, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Subscription Agreement (Canyon Resources Corp), Common Stock Purchase Agreement (Keewatin Windpower Corp.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company and its Subsidiaries in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, respects as of the date when made and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date applicable to such Purchaser as though made at that time, time (except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date).
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Avicena Group, Inc.), Series a Convertible Preferred Stock Purchase Agreement (International Imaging Systems Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and or the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties agreements contemplated hereby shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Series D Convertible Preferred Stock Purchase Agreement (Echo Therapeutics, Inc.), Convertible Preferred Stock Purchase Agreement (Urigen Pharmaceuticals, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company and its Subsidiaries in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the each applicable Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date or Date of Delivery, as though made at that timeapplicable (unless already qualified by materiality or in all material respects, except for representations and warranties that are expressly made as of a particular date, in which case they shall be true and correct in all respects as of such datewithout further qualification).
Appears in 2 contracts
Samples: Purchase and Exchange Agreement (Sunnova Energy International Inc.), Purchase Agreement (Sunnova Energy International Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Titan Energy Worldwide, Inc.), Convertible Preferred Stock Purchase Agreement (Pioneer Power Solutions, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Initial Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Subscription Agreement (Revelstone Capital Acquisition Corp.), Subscription Agreement (Revelstone Capital Acquisition Corp.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Efoodsafety Com Inc), Note and Warrant Purchase Agreement (P Com Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and, except for such changes as are attributable to the Company’s ordinary course of business and do not, in the aggregate, have a Material Adverse Effect on its business or prospects, as of the Closing Date Closing, as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Share Purchase Agreement (Formula Systems (1985) LTD), Share Issuance Agreement (Sapiens International Corp N V)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.), Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and or the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties agreements contemplated hereby shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that time, time (except for representations and warranties that are expressly made speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Ortec International Inc), Series C Convertible Preferred Stock Purchase Agreement (Vycor Medical Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when though made on and as of the Closing Date as though made at that timesuch Condition Satisfaction Date, except for such representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Discovery Laboratories Inc /De/), Common Stock Purchase Agreement (American Technology Corp /De/)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Impart Media Group Inc), Series B Convertible Preferred Stock Purchase Agreement (Hienergy Technologies Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company Companies, or any of them, in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of each of the Closing Date as though made at that timeClosings, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date. (b) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Axm Pharma Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and each of the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Dolce Ventures, Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company set forth in this Agreement and in each of the other Transaction Documents that are qualified by as to materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, respects and all the other representations and warranties of the Company set forth in this Agreement and each of the Transaction Documents shall be true and correct in all material respects, in each case, as of the date when made and as of the Closing Date as though made at that time, (except for representations and warranties that are expressly made speak as of a particular specific date, which shall be true ) and correct in all respects as of such date.the Closing Date;
Appears in 1 contract
Samples: Securities Purchase Agreement (First Look Media Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and, except for such changes as are attributable to the Company’s ordinary course of business and do not, in the aggregate, have a Material Adverse Effect on its business or prospects, as of the Closing Date Closing, as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.. (b)
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, respects as of the date when made and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Initial Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date).
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (NovaRay Medical, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of --------------------------------------------------------- the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase and Share Exchange Agreement (Cytation Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Subsequent Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Quest Oil Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aamaxan Transport Group, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that such time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (RedHill Biopharma Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Colombia Clean Power & Fuels, Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeEffective Date, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Initial Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company and its Subsidiaries in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeeach Closing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be is true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Subscription Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Subscription Agreement (VeruTEK Technologies, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.. (b)
Appears in 1 contract
Samples: Securities Purchase Agreement (Socket Mobile, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties transaction documents shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timesuch Closing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and in each of the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each Except for any breaches of representations and warranties of the Company that would not in the aggregate result in a Material Adverse Effect on the business, operations, or financial condition of the Company, each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Purchase Agreement (Homeland Security Capital CORP)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect Registration Rights Agreement shall be true and correct in all respects, respects as of the date when made and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date applicable to the Purchaser as though made at that time, time (except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date).
Appears in 1 contract
Samples: Securities Purchase Agreement (China Bio Energy Holding Group Co., Ltd.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the applicable Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Final Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and shall be, in the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respectsaggregate, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made qualified by Material Adverse Effect, which shall be true and correct in all respects, or speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement shall have been true and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect correct when made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date, in all respectswhich case, and all other such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (10X Capital Venture Acquisition Corp. II)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the each Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the applicable Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Subscription Agreement (Clean Coal Technologies Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement shall have been true and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect correct when made and shall be true and correct in all respectsmaterial respects as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations and all other warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Proptech Investment Corp. Ii)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeClosing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Implant Sciences Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, respects as of the date when made and as of the each Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ortec International Inc)
Accuracy of the Company’s Representations and Warranties. Each All of the representations and warranties of the Company and its Subsidiaries in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respectsDocuments, and all other of the representations and warranties of the Lenders in this Agreement and the other Transaction Documents, shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Exchange and Waiver Agreement (Urigen Pharmaceuticals, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that time, time (except for representations and warranties that are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sinocoking Coal & Coke Chemical Industries, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such datedate Note and Warrant Purchase Agreement .
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Gryphon Gold Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement Agreement, the Warrants, the AIRs and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties Registration Rights Agreement shall be true and correct in all material respects, as of the date when made and respects as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardiotech International Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and in each of the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the First Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement shall have been true and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect correct in all material respects when made and shall be true and correct in all respectsmaterial respects as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations and all other warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such other date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timerespective Closing, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and in each of the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and as of the Closing Date as though made at that timeDate, except for representations and warranties that are expressly made speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, respects as of the date when made and, except for such changes as are attributable to the Company’s ordinary course of business and do not, in the aggregate, have a material adverse effect on its business or prospects, as of the Closing Date Closing, as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.
Appears in 1 contract
Samples: Share Purchase Agreement (FIMI Opportunity Fund, L.P.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except Except for -------------------------------------------------------- representations and warranties that are expressly made as of a particular date, which the representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of such datethe date when made and as of the Closing as though made at that time, including, without limitation, under Section 3.1(h).
Appears in 1 contract
