Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
Appears in 144 contracts
Samples: Equity Purchase Agreement (Clean Energy Technologies, Inc.), Equity Purchase Agreement (iCoreConnect Inc.), Common Stock Purchase Agreement (Auddia Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made as of a particular an earlier date, which shall be true and correct in all material respects as of such date).
Appears in 33 contracts
Samples: Securities Purchase Agreement (NANOPHASE TECHNOLOGIES Corp), Securities Purchase Agreement (NANOPHASE TECHNOLOGIES Corp), Securities Purchase Agreement (Mount TAM Biotechnologies, Inc.)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Initial Closing as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 12 contracts
Samples: Share Purchase Agreement (Corel Corp), Common Stock Purchase Agreement (Calypte Biomedical Corp), Stock Purchase Agreement (Calypte Biomedical Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company Company’s shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
Appears in 11 contracts
Samples: Common Stock Purchase Agreement (Regen BioPharma Inc), Common Stock Purchase Agreement (Creatd, Inc.), Common Stock Purchase Agreement (Propanc Biopharma, Inc.)
Accuracy of the Company’s Representations and Warranties. The 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 of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically 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 10 contracts
Samples: Securities Purchase Agreement (Vertical Branding, Inc.), Series C Convertible Preferred Stock Purchase Agreement (Health Sciences Group Inc), Series D Convertible Preferred Stock Purchase Agreement (Dirt Motor Sports, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations representation and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date which shall be true and correct in all material respects as of such other date), and except that all representations and warranties that by their terms are qualified by reference to "materiality" or to a "Material Adverse Effect" shall be, or have been, true and correct in all respects.
Appears in 8 contracts
Samples: Stock and Warrant Purchase Agreement (Skymall Inc), Note and Warrant Purchase Agreement (Bestnet Communications Corp), Common Stock Purchase Agreement (Bestnet Communications Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).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. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Nuburu, Inc.), Common Stock Purchase Agreement (Crown Electrokinetics Corp.), Common Stock Purchase Agreement (Crown Electrokinetics Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 7 contracts
Samples: Preferred Stock Investment Agreement (Telescan Inc), Preferred Stock Investment Agreement (Pease Oil & Gas Co /Co/), Preferred Stock Investment Agreement (Telescan Inc)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date), which shall be true and correct in all material respects as of such date.
Appears in 6 contracts
Samples: Stock Purchase Agreement (AMERICAN LEARNING Corp), Series F Convertible Preferred Stock Purchase Agreement (Prescient Applied Intelligence, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Watley a B Group Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (except for representations and warranties specifically Date as though made as of a particular date)at such time.
Appears in 6 contracts
Samples: Common Stock Purchase Agreement (Gatefield Corp), Common Stock Purchase Agreement (Gatefield Corp), Common Stock Purchase Agreement (Gatefield Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing (except for representations and warranties specifically as though made as of a particular date)at each such time.
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. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically 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 5 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Convertible Preferred Stock Purchase Agreement (Home Solutions of America Inc), Note and Warrant Purchase Agreement (Satcon Technology Corp)
Accuracy of the Company’s Representations and Warranties. The representations representation and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 5 contracts
Samples: Warrant Exercise Agreement (China Hydroelectric Corp), Stock and Warrant Purchase Agreement (Skymall Inc), Stock and Warrant Purchase Agreement (Amtech Systems Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement Execution Date and as of the date of each Closing (except for representations and warranties specifically made as of a particular date)Date.
Appears in 4 contracts
Samples: Promissory Note Purchase Agreement (Bridgeway National Corp.), Promissory Note Purchase Agreement (Bridgeway National Corp.), Promissory Note Exchange Agreement (General Cannabis Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made as of a particular an earlier date, which shall be true and correct as of such date).
Appears in 4 contracts
Samples: Exchange Agreement (Horizon Offshore Inc), Exchange Agreement (Horizon Offshore Inc), Note Purchase Agreement (Eagle Wireless International Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement the Execution Date and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
Appears in 3 contracts
Samples: Purchase Agreement (Treasure Global Inc), Purchase Agreement (VCI Global LTD), Purchase Agreement (Quoin Pharmaceuticals, Ltd.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).
Appears in 3 contracts
Samples: Equity Purchase Agreement (Origin Agritech LTD), Equity Purchase Agreement (Origin Agritech LTD), Equity Purchase Agreement (Origin Agritech LTD)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (except for representations and warranties specifically made as of a particular date).Date;
Appears in 3 contracts
Samples: Restructuring Agreement (Geron Corporation), Securities Purchase Agreement (Geron Corporation), Securities Purchase Agreement (Geron Corporation)
Accuracy of the Company’s Representations and Warranties. The Except for representations and warranties that are expressly made as of a particular date, the representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (except for representations and warranties specifically as though made as of a particular dateat that time, including, without limitation, under Section 3.1(h).
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Omi Corp/M I), Common Stock Purchase Agreement (Cv Therapeutics Inc), Common Stock Purchase Agreement (Cv Therapeutics Inc)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically 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 (Aegean Earth & Marine CORP), Unit Purchase Agreement (Bullion River Gold Corp), Unit Purchase Agreement (Bullion River Gold Corp)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company in this Agreement, the Registration Rights Agreement, the Security Agreement and the Notes shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (Date, except for representations and warranties specifically made 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 (Telenetics Corp), Note and Warrant Purchase Agreement (Telenetics Corp), Note and Warrant Purchase Agreement (Telenetics Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each such Closing as though made at that time (except for representations and warranties specifically made as of a particular an earlier date, which shall be true and correct in all material respects as of such date).
Appears in 2 contracts
Samples: Put and Call Agreement (Secure Computing Corp), Put and Call Agreement (Secure Computing Corp)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date Closing and as of each Closing Settlement Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Pro Net Link Corp), Common Stock Purchase Agreement (Pro Net Link Corp)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Settlement Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Viragen Inc), Common Stock Purchase Agreement (Viragen Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made that speak as of a particular specific date, which shall be true and correct as of such specific date).
Appears in 2 contracts
Samples: Equity Purchase Agreement (H/Cell Energy Corp), Equity Purchase Agreement (H/Cell Energy Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made as of a particular an earlier date, which shall have been true and correct in all material respects as of such date).
Appears in 2 contracts
Samples: Convertible Subordinated Debenture Purchase Agreement (Zitel Corp), Convertible Subordinated Debenture Purchase Agreement (Zitel Corp)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made 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 (Esynch Corp/Ca), Convertible Preferred Stock Purchase Agreement (Esynch Corp/Ca)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of First Closing Date as though made at each Closing (except for representations and warranties specifically made as of a particular date)such time.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gatefield Corp), Stock Purchase Agreement (Gatefield Corp)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (Date, as though made at that time, except for representations and warranties specifically made that speak as of a particular date).
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Igen International Inc /De), Common Stock Purchase Agreement (Ribozyme Pharmaceuticals Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained herein and in the Registration Rights Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for that representations and warranties specifically that are made as of a particular specific date need be true in all material respects only as of such date).;
Appears in 2 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Network Imaging Corp), Convertible Preferred Stock Purchase Agreement (Glasgal Communications Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and in all material respects as of the date of each Closing (except for representations and warranties specifically Date as though made as of a particular date)at such time.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically Date as though made as of a particular date)at such time.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telscape International Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing when made (except for representations and warranties specifically made that speak as of a particular specific date).) and as of the First Closing Date;
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each such Closing Date as though made at that time (except for representations and warranties specifically made 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: Convertible Preferred Stock Purchase Agreement (Esynch Corp/Ca)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing (as though made at that time except for representations and warranties specifically made 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. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the Series B Closing Date as though made on and as of such date of each Closing (except for that representations and warranties specifically that are made as of a particular specific date need be true in all material respects only as of such date).;
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Immunogen Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date which shall be true and correct in all material respects as of such other date), and except that all representations and warranties that by their terms are qualified by reference to "materiality" or to a "Material Adverse Effect" shall be, or have been, true and correct in all respects.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date)) and representations and warranties of the Company that are qualified by materiality will be true and correct in all respects.
Appears in 1 contract
Samples: Term Equity Purchase Agreement (Invizyne Technologies Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing Date (except for representations and warranties specifically made as of a particular date).
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and when made as of the date of each Closing though made at that time (except for representations and warranties specifically made that speak as of a particular datespecific date and as of the Closing Date).;
Appears in 1 contract
Samples: Securities Purchase Agreement (Igen International Inc /De)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date Additional Closing Date, as though made on and as of each the Additional Closing Date (except for other than representations and warranties specifically made which relate to a specific date (which shall not include representations and warranties relating to the "date hereof") which representations and warranties shall be true as of a particular such specific date).
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing when made (except for representations and warranties specifically made that speak as of a particular specific date).) and as of the Closing Date;
Appears in 1 contract
Samples: Securities Purchase Agreement (Brilliant Digital Entertainment Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company Company, as set forth in this Agreement, shall be true and correct in all material respects as of the date of this Agreement and each Condition Precedent Date as of the date of though made at each Closing such time (except for representations and warranties specifically made as of a particular specific date).
Appears in 1 contract
Samples: Flexible Underwritten Equity Facility Agreement (Neon Communications Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing date as though made at that time (except for representations and warranties expressly as of an earlier date, which shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular such date).
Appears in 1 contract
Samples: Securities Purchase Agreement (Hybrid Networks Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement Execution Date and as of the date of each Closing (except for representations and warranties specifically made as of a particular date)Closing.
Appears in 1 contract
Samples: Equity Purchase Agreement (AGBA Group Holding Ltd.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date, as though made at that time (except for representations and warranties specifically made that speak as of a particular datedate or refer to a particular point in time).
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties specifically made as of a particular date, and except as would not have a Material Adverse Effect).
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made 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: Convertible Debenture Purchase Agreement (Cygnus Inc /De/)
Accuracy of the Company’s Representations and Warranties. The representations representation and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each any Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular date).
Appears in 1 contract
Samples: Subordinated Convertible Note Purchase Agreement (Mansur Industries Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date, as though made at that time (except for (i) representations and warranties specifically made that speak as of a particular datedate or refer to a particular point in time which shall be true and correct as of such date or time and (ii) the representation and warranty contained in Section 2.1(i)).
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date, as though made at that time, (except for representations and warranties specifically made 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 (Internet Sports Network Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing when made (except for representations and warranties specifically made that speak as of a particular specific date).) and as of the Second Closing Date;
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement each Closing Date as though made at such time with respect to all periods, and as of the date of each to all events and circumstances occurring or existing to and including such Closing (except for representations and warranties specifically made as of a particular date)Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telscape International Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement when made and as of the date of each Closing Date as though made at that time (except for representations and warranties specifically made that speak as of a particular specific date).;
Appears in 1 contract
Samples: Securities Purchase Agreement (Thermoview Industries Inc)
Accuracy of the Company’s Representations and Warranties. The Each of the representations and warranties of the Company in this Agreement, the Amended and Restated Security Agreements and the Notes shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (Date, except for representations and warranties specifically made 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 (Telenetics Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing when made (except for representations and warranties specifically made that speak as of a particular specific date).) and as of the Closing Date;
Appears in 1 contract
