Bringdown of Representations and Warranties. Borrowers represent and warrant to Bank the continued accuracy and completeness, as of the date hereof, of all representations made in the Loan Documents taking into account this Amendment constituting one of the Loan Documents.
Bringdown of Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Safeguard shall have received a certificate, signed by an executive officer of the Company, to such effect.
Bringdown of Representations and Warranties. The representations and warranties of Safeguard contained in this Agreement shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Safeguard shall have delivered to the Company a certificate, signed by an executive officer of Safeguard, to such effect.
Bringdown of Representations and Warranties. The --------------------------------------------- representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties bad been made on as of such date, and the Buyer shall have delivered to the Sellers a certificate to such effect.
Bringdown of Representations and Warranties. The Company hereby represents and warrants to, and as applicable covenants with, the Investor and the New Lender, as of the date hereof, as set forth in Article III and Article V of that certain Securities Purchase Agreement, dated as of October 5, 2011, between the Company and the New Lender, applied mutatis mutandis; provided that, for purposes of the foregoing and for the avoidance of doubt:
a. references to the term “Transaction Documents” therein shall be deemed to refer to (i) this Amendment, (ii) the Second Amended and Restated Secured Convertible Promissory Note, dated as of the date hereof, by the Company in favor of the Investor (the “New Xxxxxx Note”), (iii) the Second Amended and Restated Secured Convertible Promissory Note, dated as of the date hereof, by the Company in favor of the New Lender (the “New Xxxxx Note”), (iv) the Second Amended and Restated Warrant, dated as of the date hereof, by the Company in favor of the Investor (the “New Xxxxxx Warrant”), and (v) the Second Amended and Restated Warrant, dated as of the date hereof, by the Company in favor of the New Lender (the “New Xxxxx Warrant”);
b. references to the term “Effective Date” therein shall be deemed to refer to the date hereof;
c. references to the term “Warrant” therein shall be deemed to refer to the New Xxxxxx Warrant and the New Xxxxx Warrant;
d. references to the term “Securities” therein shall be deemed to refer to (i) the New Xxxxxx Note, (ii) the New Xxxxx Note, (iii) the New Xxxxxx Warrant, (iv) the New Xxxxx Warrant, (v) the securities into which any of the New Xxxxxx Note and the New Xxxxx Note is convertible (and any securities issuable upon the conversion or exercise thereof), and (vi) the shares of common stock of the Company into which the New Xxxxxx Warrant and the New Xxxxx Warrant are exercisable; and
e. references to the term “Investor” therein shall be deemed to refer to both the Investor and the New Lender. The Company hereby further represents and warrants that the New Xxxxxx Note and the Xxxxx Note are in the substantially same form in all material respects and the New Xxxxxx Warrant and the Xxxxx Warrant are in the substantially same form in all material respects, in each case, except with respect to the principal amount lent to the Company.
Bringdown of Representations and Warranties. The representations and warranties of Sellers in this Agreement shall be true and correct in all material respects on and as of the time of Closing, except as set forth on Exhibit 5.1 attached hereto and incorporated herein by reference, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time and Buyer shall have received a certificate to such effect, signed by Sellers.
Bringdown of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time and Purchaser shall have delivered to the Shareholders a certificate to such effect.
Bringdown of Representations and Warranties. The representations and warranties contained in Section 2.1 of the Credit Agreement (other than Section 2.1(l) thereof which is intended to apply only as of the “Amendment Effective Date” as defined in the Credit Agreement) are true and correct in all material respects with the same effect as if made as of the date hereof. The representations and warranties set out in this Amending Agreement shall survive the execution and delivery of this Amending Agreement and the making of each Drawdown until the Amended Credit Agreement has been terminated.
Bringdown of Representations and Warranties. The representations and warranties of Company, contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and Acquirer shall have received a certificate to such effect by Company.
Bringdown of Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects, and the representations and warranties of Purchaser set forth in this Agreement that are qualified by materiality shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Sellers shall have received a certificate to such effect signed by an authorized officer of Purchaser.
