Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note or the Purchase Agreement;
Appears in 8 contracts
Samples: Securities Purchase Agreement (Fuelstream INC), Securities Purchase Agreement (Titan Iron Ore Corp.), Securities Purchase Agreement (TagLikeMe Corp.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein herein, in the Subscription Agreement entered into by the Holder and Borrower in connection with this Note, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, or any other agreement to which the Purchase Agreement), Borrower and Holder are both parties 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 rights of the Holder with respect to this Note or the Purchase Agreement;misleading.
Appears in 7 contracts
Samples: Frederick Brewing Co, Frederick Brewing Co, Frederick Brewing Co
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein in this Note or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (includingherewith, without limitation, or in connection with the Purchase Agreement)Agreement or any Transaction Document, 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 rights of the Holder with respect to this Note or the Purchase Agreement;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 material representation ---------------------------------------- or warranty of the Borrower made herein herein, in the Subscription Agreement entered into by the Holder and Borrower in connection with this Note, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), therewith 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 rights of the Holder with respect to this Note or the Purchase Agreement;respect.
Appears in 4 contracts
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Assignment of Debt Agreement), 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 rights of the Holder with respect to this Note or the Purchase Assignment of Debt Agreement;.
Appears in 3 contracts
Samples: Assignment of Debt Agreement, Assignment of Debt Agreement (Sunvesta, Inc.), Assignment of Debt Agreement (Sunvesta, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Revolving Line of Credit Agreement), 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 rights of the Holder with respect to this Note or the Purchase Revolving Line of Credit Agreement;.
Appears in 3 contracts
Samples: Extension Agreement (5Barz International, Inc.), Addendum Agreement (CelLynx Group, Inc.), Addendum Agreement (5Barz International, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement)herewith, 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 rights of the Holder with respect to this Note or the Purchase Note. Exhibit βAβ to Funding Agreement;
Appears in 3 contracts
Samples: Funding Agreement (Global Equity International Inc), Funding Agreement (Global Equity International Inc), Funding Agreement (Global Equity International Inc)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Exchange Agreement), 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 rights of the Holder with respect to this Note or the Purchase Exchange Agreement;.
Appears in 3 contracts
Samples: Eventure Interactive, Inc., Eventure Interactive, Inc., Eventure Interactive, Inc.
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note or the Purchase AgreementNote;
Appears in 2 contracts
Samples: Sentinel Emergency Response Technology, Inc., Sentinel Emergency Response Technology, Inc.
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement)herewith, 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 an effect on the rights of the Holder with respect to this Note or and the Purchase Agreement;other Transaction Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (SeqLL, Inc.), Securities Purchase Agreement
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement and the Registration Rights Agreement), 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 rights of the Holder with respect to this Note Debenture, the Purchase Agreement or the Purchase Registration Rights Agreement;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vital Living Products Inc), Securities Purchase Agreement (Peak Entertainment Holdings Inc)
Breach of Representations and Warranties. Any representation or warranty of the Borrower or Parent made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement)herewith, 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 rights of the Holder with respect to this Note or the Purchase Agreement;Note.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Employment Agreement (Red White & Bloom Brands Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Assignment Agreement), 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 rights of the Holder with respect to this Note or the Purchase Assignment Agreement;.
Appears in 2 contracts
Samples: Debt Agreement, Assignment of Debt Agreement (Sunvesta, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein herein, in the Purchase Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), therewith shall be materially 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 rights of the Holder with respect to this Note or the Purchase Agreement;misleading.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Infinite Group Inc), Securities Purchase Agreement (Infinite Group Inc)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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) had a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement;Note.
Appears in 2 contracts
Samples: Intellectual Property Purchase Agreement (Webstar Technology Group Inc.), Intellectual Property Purchase Agreement (Webstar Technology Group Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement and the Registration Rights Agreement), 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) would have a material adverse effect on the Borrower or the prospects of the Borrower or a material adverse effect on the Holder or the rights of the Holder with respect to this Note Debenture or the Purchase Agreementshares of Common Stock issuable upon conversion of this Debenture;
Appears in 1 contract
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note Note, the Warrant or the Purchase Agreement;.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mass Hysteria Entertainment Company, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note or the Purchase Agreement;.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (TechCare Corp.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), or therewith 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 rights of the Holder with respect to this Note or the Purchase Agreement;.
Appears in 1 contract
Samples: Securities Purchase Agreement (eWELLNESS HEALTHCARE Corp)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of 15 which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement;.
Appears in 1 contract
Samples: Securities Purchase Agreement (First Choice Healthcare Solutions, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note or the Purchase Agreement;Note.
Appears in 1 contract
Samples: Securities Purchase Agreement (NovAccess Global Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in 138358.00102/7094147v.1 writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), 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 rights of the Holder with respect to this Note or the Purchase AgreementNote;
Appears in 1 contract
Samples: Ceelox Inc.
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement and the Registration Rights Agreement), 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 rights of the Holder with respect to this Note Note, the Purchase Agreement or the Purchase Registration Rights Agreement;
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced BioPhotonics Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Restructuring Agreement), 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 rights of the Holder with respect to this Note or the Purchase Restructuring Agreement;.
Appears in 1 contract
Samples: Stock Redemption Agreement (Ngen Technologies Holdings Corp.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement)herewith, 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 an effect on the rights of the Holder with respect to this Note or and the Purchase Agreement;other Transaction Documents.
Appears in 1 contract
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), or therewith 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 rights of the Holder with respect to this Note or the Purchase Agreement;.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantumsphere, Inc.)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreements and the Waiver Agreement), 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 rights of the Holder with respect to this Note Note, the Purchase Agreements or the Purchase Waiver Agreement;. EXHIBIT A
Appears in 1 contract
Samples: Settlement Agreement (Abakan, Inc)
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Security Agreement), 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 rights of the Holder with respect to this Note or the Purchase Security Agreement;.
Appears in 1 contract
Samples: HFactor, Inc.
