Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 84 contracts
Samples: Common Stock Purchase Agreement (Onconetix, Inc.), Ordinary Share Purchase Agreement (TNL Mediagene), Ordinary Share Purchase Agreement (Blue Ocean Acquisition Corp)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 23 contracts
Samples: Common Stock Purchase Agreement (Onyx Pharmaceuticals Inc), Common Stock Purchase Agreement (Dyax Corp), Common Stock Purchase Agreement (Medivation, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 14 contracts
Samples: Common Stock Purchase Agreement (Globalstar, Inc.), Common Stock Purchase Agreement (Kv Pharmaceutical Co /De/), Common Stock Purchase Agreement (Microvision Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Draw Down Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Draw Down Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 13 contracts
Samples: Common Stock Purchase Agreement (Soul & Vibe Interactive Inc.), Common Stock Purchase Agreement (Soul & Vibe Interactive Inc.), Common Stock Purchase Agreement (Terra Tech Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 12 contracts
Samples: Common Stock Purchase Agreement (Globalstar, Inc.), Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (EnteroMedics Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been be true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Condition Satisfaction Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Condition Satisfaction Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 5 contracts
Samples: Drawdown Equity Financing Agreement, Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.), Drawdown Equity Financing Agreement (Aqualiv Technologies, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date VWAP Purchase Condition Satisfaction Time 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 which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement Date VWAP Purchase Condition Satisfaction Time 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (MSP Recovery, Inc.), Common Stock Purchase Agreement (Kludein I Acquisition Corp), Common Stock Purchase Agreement (Lionheart Acquisition Corp. II)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule, which may be updated pursuant to Section 5.14, (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Put Date and the applicable Closing Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Put Date and the applicable Closing Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 4 contracts
Samples: Investment Agreement (Intercloud Systems, Inc.), Investment Agreement (Intercloud Systems, Inc.), Investment Agreement (Terra Tech Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of at the Commencement Date applicable Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct in all material respects as of such other date or time and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of at the Commencement Date applicable Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct as of such other datedate or time.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Arcimoto Inc), Common Stock Purchase Agreement (Myomo, Inc.), Common Stock Purchase Agreement (Evofem Biosciences, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise 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 which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Humanigen, Inc), Common Stock Purchase Agreement (Bio Key International Inc), Common Stock Purchase Agreement (Amyris, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (a) that are not qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement: (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date date; and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Expion360 Inc.), Common Stock Purchase Agreement (Interactive Strength, Inc.), Common Stock Purchase Agreement (Inspire Veterinary Partners, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.. (ii)
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Greenidge Generation Holdings Inc.), Share Purchase Agreement (Arrival), Common Stock Purchase Agreement (Wejo Group LTD)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (ai) that are not qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (bii) that are qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Ariad Pharmaceuticals Inc), Common Stock Purchase Agreement (Lexicon Genetics Inc/Tx)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are explicitly as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 explicitly as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 2 contracts
Samples: Chef Purchase Agreement (Senti Biosciences, Inc.), Chef Purchase Agreement (Senti Biosciences, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Draw Down Exercise Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Draw Down Exercise Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Bioheart, Inc.), Common Stock Purchase Agreement (Bioheart, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in Article IV of this Agreement (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Acusphere Inc), Common Stock Purchase Agreement (Syntroleum Corp)
Accuracy of the Company’s Representations and Warranties. The Except as expressly set forth otherwise in the Commission Documents, the representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made as of the Execution Date and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Aesther Healthcare Acquisition Corp.), Common Stock Purchase Agreement (Aesther Healthcare Acquisition Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of at the Commencement Date applicable VWAP Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct in all material respects as of such other date or time and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of at the Commencement Date applicable VWAP Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct as of such other datedate or time.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Verb Technology Company, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Draw Down Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “"materiality” " or “"Material Adverse Effect” " shall have been true and correct when made and shall be true and correct as of the Commencement applicable Draw Down Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of at the Commencement Date applicable Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct in all material respects as of such other date or time and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of at the Commencement Date applicable Purchase Condition Satisfaction Time with the same force and effect as if made on at such datetime, except to the extent such representations and warranties are as of another datedate or time, in which case, such representations and warranties shall be true and correct as of such other datedate or time.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Spectaire Holdings Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by any Disclosure Schedule (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date..
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be have been and be, as applicable, true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be have been and be, as applicable, true and correct as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Inflection Point Acquisition Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Fixed Request Exercise Date and each applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Fixed Request Exercise Date and each applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (ARYx Therapeutics, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made as of the Closing Date and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall have been true and correct in all material respects as of the Closing Date and shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made as of the Signing Date and the Closing Date and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be have been or be, as applicable, true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made as of the Signing Date and the Closing Date 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 which case, such representations and warranties shall be have been and be, as applicable, true and correct as of such other date.
Appears in 1 contract
Samples: Ordinary Share Purchase Agreement (TH International LTD)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Closing 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 which case, such representations and warranties shall be have been and be, as applicable, true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 dateClosing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be have been or be, as applicable, true and correct as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Inflection Point Acquisition Corp.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (ai) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (bii) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Pagaya Technologies Ltd.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date..
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made as of the Signing Date and shall be true and correct in all material respects as of the Commencement Date with the same force and effect as if made on such dateClosing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be have been or be, as applicable, true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made as of the Signing Date and shall be true and correct as of the Commencement Date with the same force and effect as if made on such dateClosing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be have been or be, as applicable, true and correct as of such other date.
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Samples: Ordinary Share Purchase Agreement (TH International LTD)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of on the Commencement applicable Trade Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of on the Commencement applicable Trade Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
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Samples: Common Stock Purchase Agreement (Hermitage Offshore Services Ltd.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the 41 DOCPROPERTY "CUS_DocIDChunk0" 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 which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
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Samples: Common Stock Purchase Agreement (Gelesis Holdings, Inc.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement Agreement, as modified by the Disclosure Schedule (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement applicable Trade Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Commencement applicable Trade Date and the applicable Settlement Date with the same force and effect as if made on such datedates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Nordic American Offshore Ltd.)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material 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 warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date date, and (b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and 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 which case, such representations and warranties shall be true and correct as of such other date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Biotech Acquisition Co)