Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 The representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for Advance Notice Date (other than representations and warranties that speak which address matters only as of a particular certain date, which shall be true and correct in all material respects as written as of such certain date).
Appears in 21 contracts
Samples: Pledge Agreement (AGBA Group Holding Ltd.), Equity Purchase Agreement (Trump Media & Technology Group Corp.), Equity Subscription Agreement (Antelope Enterprise Holdings LTD)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing DateDate as though made at that time, except for representations and warranties that speak are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 18 contracts
Samples: Securities Purchase Agreement (ChinaNet Online Holdings, Inc.), Securities Purchase Agreement (ChinaNet Online Holdings, Inc.), Securities Purchase Agreement (China Wood, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Advance Notice Date, except for to the extend such representations and warranties that speak are as of a particular another date, which such representations and warranties shall be true and correct in all material respects as of such other date.
Appears in 17 contracts
Samples: Equity Purchase Agreement (SaverOne 2014 Ltd.), Equity Purchase Agreement (GameSquare Holdings, Inc.), Equity Purchase Agreement (GameSquare Holdings, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Datesuch Closing, except for representations and warranties that 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 representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing DateDate as though made at that time, except for representations and warranties that speak are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 15 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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), Form of 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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: Stock Issuance Agreement (Synthetic Biologics, Inc.), Stock Issuance Agreement (AmpliPhi Biosciences Corp), Agreement (Intrexon Corp)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for Advance Notice Date (other than representations and warranties that speak which address matters only as of a particular certain date, which shall be true and correct in all material respects as written as of such certain date.
Appears in 12 contracts
Samples: Equity Purchase Agreement (Wearable Devices Ltd.), Equity Purchase Agreement (AGBA Group Holding Ltd.), Equity Purchase Agreement (LeddarTech Holdings Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 10 contracts
Samples: Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series D Convertible Preferred Stock Purchase Agreement (World Racing Group, Inc.), Securities Purchase Agreement (Vertical Branding, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 9 contracts
Samples: Convertible Preferred Stock and Warrant (Nascent Wine Company, Inc.), Convertible Preferred Stock Purchase Agreement (Advanced Growing Systems, Inc.), Convertible Preferred Stock Purchase Agreement (United National Film Corp)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company set forth in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.;
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cicero Inc), Securities Purchase Agreement (Cicero Inc), Securities Purchase Agreement (Cicero Inc)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations date of this Agreement and warranties that speak as of a particular date, which shall be true and correct in all material respects the date of each such Closing as of though made at each such datetime.
Appears in 6 contracts
Samples: Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co), Stock Purchase Agreement (SMX (Security Matters) Public LTD Co)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Artistry Publications Inc), Securities Purchase Agreement (Frezer, Inc.), Securities Purchase Agreement (Fushi Copperweld, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.
Appears in 5 contracts
Samples: Warrant Purchase Agreement (Ants Software Inc), Note 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 in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Datesuch Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material 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 Agreement, the Warrants and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, except for representations and warranties that 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 and its Subsidiaries in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of each Closing Date, Date as though made at that time (except for representations and warranties that speak are expressly made as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 4 contracts
Samples: 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 representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing DateClosing, except for representations and warranties that 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: Stock Purchase Agreement (Dynaresource Inc), Class a Common Stock Purchase Agreement (Alset EHome International Inc.), Class a Common Stock Purchase Agreement (Document Security Systems Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement shall be true and correct in all respects as of the Registration Rights Agreement date when made and shall be true and correct in all material respects as of the Closing Date, Date applicable to such Purchaser as though made at that time (except for representations and warranties that speak 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: 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 representations and warranties of the Company in this Agreement and in each of the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 (Lighting Science Group Corp), Securities Purchase Agreement (Nascent Wine Company, Inc.), Securities Purchase Agreement (Broadcast International Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Daterespects, except for representations and warranties that speak 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: 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations date when made and warranties that speak as of a particular date, which shall be true and correct in all material respects the Closing Date as of such datethough made at that time.
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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing DateDate as though made at that time, except for representations and warranties that speak 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Subsequent Closing Date, Date as though made at that time (except for representations and warranties that speak 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: Preferred Stock Purchase Agreement (Health Sciences Group Inc), Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Convertible Preferred Stock Purchase Agreement (Health Sciences Group 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for to the extent such representations and warranties that speak are as of a particular another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date.
Appears in 3 contracts
Samples: Company Common Stock Purchase Agreement (MSP Recovery, Inc.), Company 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak 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: Note and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.), 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 The representations and warranties of the Company set forth in this Agreement and in any of the Registration Rights documents and agreements entered into pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties Date as if made on that 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: Incorporation and Exchange Agreement, Incorporation and Exchange Agreement (Hhgregg, Inc.), Incorporation and Exchange Agreement (Gregg Appliances Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the each Closing Date, except for representations and warranties that 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 (Interlink Global Corp), Note and Warrant Purchase Agreement (Interlink Global Corp), 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 Registration Rights Agreement 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 DateDate as though made at that time, except for representations and warranties that speak 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: Registration Rights Agreement (Revelstone Capital Acquisition Corp.), Registration Rights 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing DateDate as though made at that time, except for representations and warranties that speak 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: 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 or the Registration Rights Agreement other agreements contemplated hereby shall be true and correct in all material respects as of the date when made and as of each Closing Date, Date as though made at that time (except for representations and warranties that 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: 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 The representations and warranties of the Company contained herein and in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for that representations and warranties that speak are made as of a particular date, which shall specific date need be true and correct in all material respects only as of such date.);
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Glasgal Communications Inc), Convertible Preferred Stock Purchase Agreement (Network Imaging Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the applicable Closing Date, except for representations and warranties that 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 (P Com Inc), Note and Warrant Purchase Agreement (Efoodsafety Com Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak 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: 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 and its Subsidiaries in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the applicable Closing Date, except for representations and warranties that 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 or the Registration Rights Agreement other agreements contemplated hereby shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that 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: Purchase Agreement (Echo Therapeutics, Inc.), Preferred Stock Purchase 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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: Subscription Agreement for Canyon Resources Corporation (Canyon Resources Corp), That Certain 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the each applicable Closing Date, except for representations and warranties that 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak 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 (Impart Media Group Inc), 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 in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as though made on and as of the Closing such Condition Satisfaction Date, except for such representations and warranties that speak 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: Common Stock Purchase Agreement (American Technology Corp /De/), Common Stock Purchase Agreement (Discovery Laboratories Inc /De/)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all respects as of the date when made and shall be true and correct in all material respects as of the Closing Date, Date applicable to such Purchaser as though made at that time (except for representations and warranties that speak 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: Convertible Preferred Stock Purchase Agreement (Avicena Group, Inc.), Convertible Preferred Stock Purchase Agreement (International Imaging Systems 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing DateDate or Date of Delivery, except for representations and warranties that speak as of a particular dateapplicable (unless already qualified by materiality or in all material respects, in which case they shall be true and correct in all material 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 agreement and the Registration Rights Agreement 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 DateDate as though made at that time, except for representations and warranties that speak 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: Subscription Agreement (Clean Coal 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Final Closing Date, except for representations and warranties that 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 Companies, or any of them, in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Datedate of each of the Closings, except for representations and warranties that 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 Agreement, the Registration Rights Agreement and the Notes shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 (Medix Resources 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 the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Primary Closing Date, Date as though made at that time (except for representations and warranties that speak as of a particular specific date, which shall be true and correct in all material respects as of such date.);
Appears in 1 contract
Samples: Securities Purchase Agreement (Satcon Technology Corp)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date, Date as though made at that time (except for representations and warranties that speak 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 (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 Registration Rights Agreement shall be is true and correct in all material respects as of the Subscription Closing Date, except for representations and warranties that 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: Subscription Agreement (VeruTEK 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 Registration Rights Agreement correct when made and shall be true and correct in all material respects as of the Closing DateCommencement Date with the same force and effect as if made on such date, except for to the extent such representations and warranties that speak are as of a particular another date, in which case, such representations and warranties shall be true and correct in all material 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 each of the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak 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: 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 contained in this Agreement shall have been true and the Registration Rights Agreement correct in all material respects when made and shall be true and correct in all material respects as of the Closing DateCommencement Date with the same force and effect as if made on such date, except for to the extent such representations and warranties that speak are as of a particular another date, in which case, such representations and warranties shall be true and correct in all material 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 Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 and Warrant Purchase Agreement (Nutrition 21 Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement other transaction documents shall be true and correct in all material respects as of the Closing Datesuch Closing, except for representations and warranties that 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 Agreement, the Warrants, the AIRs and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Effective Date, except for representations and warranties that 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Datedate of the Closing, except for representations and warranties that 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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date, Date as though made at that time (except for representations and warranties that speak 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 of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Second Closing Date, except for representations and warranties that 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 All of the representations and warranties of the Company and its Subsidiaries in this Agreement and the Registration Rights other Transaction Documents, and all 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 Closing Date, except for representations and warranties that 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 shall be true and correct in all respects as of the Registration Rights Agreement date when made and shall be true and correct in all material respects as of the Initial Closing Date, as though made at that time (except for representations and warranties that speak 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak 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 The -------------------------------------------------------- representations and warranties of the Company as set forth in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, each Condition Satisfaction Date as though made at each such time (except for representations and warranties that speak specifically made as of a particular date) with respect to all periods, which shall be true and correct in as to all material respects as of such dateevents and circumstances occurring or existing to and including each Condition Satisfaction Date.
Appears in 1 contract
Samples: GRC International Inc
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement 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 Closing DateDate as though made at that time, except for representations and warranties that speak 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 -------------------------------------------------------- representations and warranties that are expressly made as of a particular date, the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations date when made and warranties that speak as of a particular datethe Closing as though made at that time, which shall be true and correct in all material respects as of such dateincluding, without limitation, under Section 3.1(h).
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 Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing DateDate as though made at that time, except for representations and warranties that speak 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 (Colombia Clean Power & Fuels, 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Dateeach Closing, except for representations and warranties that 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date, except for representations and warranties that 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 in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 and the Registration Rights Agreement shall be true and correct in all respects as of the date when made and shall be true and correct in all material respects as of the Closing Date, Date applicable to the Purchaser as though made at that time (except for representations and warranties that speak 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 in each of the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the First Closing Date, except for representations and warranties that 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 in this Agreement and the Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Subsequent Closing Date, except for representations and warranties that 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the each Closing Date, except for representations and warranties that 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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that 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 The -------------------------------------------------------- representations and warranties of the Company set forth in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Secondary Closing Date, Date as though made at that time (except for representations and warranties that speak as of a particular specific date, which shall be true and correct in all material respects as of such date.);
Appears in 1 contract
Samples: Securities Purchase Agreement (Satcon Technology Corp)
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 Registration Rights Agreement other Transaction Documents shall be true and correct in all material respects as of the date when made and as of the Closing Date, except for representations and warranties that 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 in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Subscription Closing Date, except for representations and warranties that 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: Subscription Agreement (Hemcure 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 Registration Rights Agreement Transaction Documents shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak 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 of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the date when made and as of the Closing DateDate as though made at that time, except for representations and warranties that speak 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: Convertible Preferred Stock Purchase (Astrata Group Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the each Closing Date, except for representations and warranties that 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)
