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Common use of Breach of Representations and Warranties Clause in Contracts

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 71 contracts

Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Note (Bio Key International Inc), Subordination Agreement (Bio Key International Inc)

Breach of Representations and Warranties. Any representation or warranty made by of the Borrower made herein or in this Note any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the date that such representation rights of the Holder with respect to this Note or warranty was made or deemed madethe Purchase Agreement.

Appears in 45 contracts

Samples: Membership Interest Purchase Agreement (Accredited Solutions, Inc.), Legal Services Agreement (Accredited Solutions, Inc.), Securities Purchase Agreement (Blue Star Foods Corp.)

Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower in this Note or to the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading Noteholder herein is incorrect in any material respect on the date that as of which such representation or warranty was made or deemed made.

Appears in 14 contracts

Samples: Promissory Note (iCoreConnect Inc.), Promissory Note (Delek Logistics Partners, LP), Promissory Note (Delek US Holdings, Inc.)

Breach of Representations and Warranties. Any representation or warranty of Borrower made by the Borrower in this Note herein or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreementother report, shall, in any such case, financial statement or certificate made or delivered to Holder shall be false or misleading in any material respect on as of the date that such representation or warranty was when made or deemed made.

Appears in 10 contracts

Samples: Convertible Debenture (Tauriga Sciences, Inc.), Convertible Security Agreement (Tauriga Sciences, Inc.), Convertible Debenture (Tauriga Sciences, Inc.)

Breach of Representations and Warranties. Any representation or warranty made by of the Borrower made in this Note or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, or in connection with the Purchase Agreement, or by the Borrower Agreement or any of its Subsidiaries in any Related AgreementTransaction Document, shall, in any such case, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the date that such representation or warranty was made or deemed maderights of the Holder with respect to this Note.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, shall be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 5 contracts

Samples: Promissory Note (Rentech Inc /Co/), Promissory Note (Rentech Inc /Co/), Promissory Note (Rentech Inc /Co/)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or Note, the Purchase Agreement, Agreement or by the Borrower or any of its Subsidiaries in any Related Agreement, Agreement shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 4 contracts

Samples: Securities Purchase Agreement (American Water Star Inc), Secured Convertible Term Note (Icoria, Inc.), Secured Convertible Term Note (Clinical Data Inc)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 3 contracts

Samples: Convertible Term Note (Cryomass Technologies, Inc.), Convertible Term Note (Andina Gold Corp.), Convertible Term Note (Andina Gold Corp.)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Term Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made, unless any Purchaser had actual knowledge of such prior to the execution of the Documents.

Appears in 3 contracts

Samples: Secured Term Note (EMTA Holdings, Inc.), Secured Term Note (EMTA Holdings, Inc.), Secured Term Note (Host America Corp)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Term Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 2 contracts

Samples: Secured Convertible Term Note (Corgenix Medical Corp/Co), Secured Convertible Term Note (Corgenix Medical Corp/Co)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries Guarantor to the Noteholders herein or in any Related Agreement, shall, in any such case, be false or misleading the other Note Documents is incorrect in any material respect on the date that as of which such representation or warranty was made or deemed made.

Appears in 2 contracts

Samples: Subordinated Note (Prairie Operating Co.), Subordinated Note (Prairie Operating Co.)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed mademade and which has had, or could reasonably be expected to have, a Material Adverse Effect.

Appears in 2 contracts

Samples: Secured Convertible Term Note (Powercold Corp), Secured Convertible Term Note (Powercold Corp)

Breach of Representations and Warranties. Any representation or warranty made by of the Borrower made herein, in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, Agreement shall be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 2 contracts

Samples: Secured Convertible Term Note (Mitek Systems Inc), Secured Convertible Term Note (RPM Technologies Inc)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries the Subsidiary in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed mademade that has a material adverse effect on the Company’s performance of its obligations to the Holder, or the practical realization by the Holder of any benefit or remedy it may have under the Note or the Related Agreements.

Appears in 2 contracts

Samples: Secured Convertible Term Note (Bos Better Online Solutions LTD), Secured Convertible Term Note (Bos Better Online Solutions LTD)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed madedeemed.

Appears in 2 contracts

Samples: Secured Convertible Term Note (Greenman Technologies Inc), Secured Convertible Term Note (Greenman Technologies Inc)

Breach of Representations and Warranties. Any ------------------------------------------------ representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 2 contracts

Samples: Secured Term Note (Elec Communications Corp), Secured Term Note (Elec Communications Corp)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or Note, the Purchase Agreement, Agreement or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed mademade that could reasonably be expected to have an Material Adverse Effect.

Appears in 1 contract

Samples: Secured Convertible Term Note (Cardiogenesis Corp /Ca)

Breach of Representations and Warranties. Any material representation or warranty made by of the Borrower made herein, in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Document (as defined in the Purchase Agreement, shall, in any such case, ) shall be materially false or misleading in any material respect on the date that such representation or warranty was made or deemed mademisleading.

Appears in 1 contract

Samples: Secured Convertible Term Note (Transgenomic Inc)

Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower in this Note or the Purchase Agreementshall be false, misleading, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading erroneous in any material respect on the date that such representation or warranty was when made or deemed to have been made.

Appears in 1 contract

Samples: Secured Promissory Note (Esports Entertainment Group, Inc.)

Breach of Representations and Warranties. Any representation representation, warranty or warranty statement made or deemed to be made by the a Borrower in this Note Agreement or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreementnotice or other document, shall, certificate or statement delivered by it pursuant to or in any such case, be false connection herewith proves to have been incorrect or misleading in any material respect on the date that such representation or warranty was when made or deemed mademade and such defect may be, in the reasonable opinion of the Lender, prejudicial to the interests of the Lender.

Appears in 1 contract

Samples: Revolving Line of Credit Agreement (Ener1 Inc)

Breach of Representations and Warranties. Any representation of or warranty made by of the Borrower made in this Note any agreement, statement or the Purchase Agreement, certificate given in writing pursuant hereto or by in connection with the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, shall be false or misleading in any material respect on the date that such representation or warranty was made or deemed maderespect.

Appears in 1 contract

Samples: Convertible Note Agreement (BRB Foods Inc.)

Breach of Representations and Warranties. Any material representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 1 contract

Samples: Secured Convertible Term Note (Gvi Security Solutions Inc)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower or Clinical Data in this Note or Note, the Purchase Agreement, Agreement or by the Borrower or any of its Subsidiaries in any Related Agreement, Agreement shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 1 contract

Samples: Secured Convertible Term Note (Clinical Data Inc)

Breach of Representations and Warranties. Any representation or -------------------------------------------- warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 1 contract

Samples: Secured Convertible Term Note (Sequiam Corp)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, Guarantor Document shall, in any such case, be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 1 contract

Samples: Secured Term Note (Rentech Inc /Co/)

Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower or Xxxxx in this Note or the Purchase Agreement, or by the Borrower Agreement or any of its Subsidiaries related agreement or in any Related Agreementcertificate, shall, document or financial or other statement furnished at any time in any such case, be false connection herewith or therewith shall prove to have been misleading in any material respect on the date that such representation or warranty was when made or deemed to have been made.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Harolds Stores Inc)

Breach of Representations and Warranties. Any representation representation, warranty or warranty statement made or deemed to be made by the Borrower in this Note Agreement or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreementnotice or other document, shall, certificate or statement delivered by it pursuant to or in any such case, be false connection herewith proves to have been incorrect or misleading in any material respect on the date that such representation or warranty was when made or deemed mademade and such defect may be, in the reasonable opinion of the Lender, prejudicial to the interests of the Lender.

Appears in 1 contract

Samples: Revolving Line of Credit Agreement (Ener1 Inc)

Breach of Representations and Warranties. Any representation or warranty made by the Borrower in this Note Debenture or the Purchase Agreement, or by the Borrower or any of its Subsidiaries in any Related Agreement, shall, in any such case, Subscription Agreement shall be false or misleading in any material respect on the date that such representation or warranty was made or deemed made.

Appears in 1 contract

Samples: Stock Purchase Agreement (Catalyst Ventures Inc)