Common use of Accuracy of the Investor’s Representations and Warranties Clause in Contracts

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 24 contracts

Samples: Common Stock Purchase Agreement (Dynavax Technologies Corp), Common Stock Purchase Agreement (Onyx Pharmaceuticals Inc), Common Stock Purchase Agreement (Titan Pharmaceuticals Inc)

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Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 18 contracts

Samples: Common Stock Purchase Agreement (Globalstar, Inc.), Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (EnteroMedics Inc)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date Purchase Condition Satisfaction Time with the same force and effect as if made on at such datestime, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of at the applicable Fixed Request Exercise Date and the applicable Settlement Date Purchase Condition Satisfaction Time with the same force and effect as if made on at such datestime, 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 4 contracts

Samples: Common Stock Purchase Agreement (Spectaire Holdings Inc.), Common Stock Purchase Agreement (Arcimoto Inc), Common Stock Purchase Agreement (Myomo, Inc.)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Draw Down Request Exercise Date and the applicable Settlement Closing Date or Subsequent Funding Date, as applicable, with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Draw Down Request Exercise Date and the applicable Settlement Closing Date or Subsequent Funding Date, as applicable, with the same force and effect as if made on such dates, 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 (Zell Credit Opportunities Side Fund, L.P.), Common Stock Purchase Agreement (Strategic Value Partners, LLC), Common Stock Purchase Agreement (Dune Energy Inc)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by "materiality" 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by "materiality" shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Put Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Put Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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: Investment Agreement (Intercloud Systems, Inc.), Investment Agreement (Terra Tech Corp.), Investment Agreement (Alphatec Holdings, Inc.)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date VWAP Purchase Condition Satisfaction Time with the same force and effect as if made on at such datestime, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of at the applicable Fixed Request Exercise Date and the applicable Settlement Date VWAP Purchase Condition Satisfaction Time with the same force and effect as if made on at such datestime, 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 Investor’s Representations and Warranties. The representations and warranties of the Investor contained in Article III of this Agreement (i) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as areas 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 (Sun Communities Inc)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Trade Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of on the applicable Fixed Request Exercise Trade Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (Hermitage Offshore Services Ltd.)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement and the Related Documents (i) that are not qualified by “materiality” 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 applicable Fixed Request Draw Down Exercise Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Draw Down Exercise Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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: Securities Purchase Agreement (RAIT Financial Trust)

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Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) 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 applicable Fixed Request Exercise Date and the applicable Settlement Commencement Date with the same force and effect as if made on such datesdate, 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 (iib) 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 applicable Fixed Request Exercise Date and the applicable Settlement Commencement Date with the same force and effect as if made on such datesdate, 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: Ordinary Share Purchase Agreement (TH International LTD)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (i) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Purchase Notice Date and the applicable Settlement Forward Purchase Notice Date with the same force and effect as if made on such dates, 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 (ii) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Purchase Notice Date and the applicable Settlement Forward Purchase Notice Date with the same force and effect as if made on such dates, 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 (CV Sciences, Inc.)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datesClosing 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 (iib) that are qualified by “materiality” shall have been true and correct when made as of the Signing Date and shall be true and correct as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such datesClosing 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: Ordinary Share Purchase Agreement (TH International LTD)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Put Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Put Date and the applicable Settlement Closing Date with the same force and effect as if made on such dates, 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.. 25

Appears in 1 contract

Samples: Investment Agreement (Intercloud Systems, Inc.)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the each Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 applicable Fixed Request Exercise Trade Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the applicable Fixed Request Exercise Trade Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (ia) that are not qualified by “materiality” 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 Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (iib) that are qualified by “materiality” shall have been true and correct when made and shall be true and correct as of the Effective Date, the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, 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 (Durect Corp)

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