Common use of Bringdown of Representations and Warranties Clause in Contracts

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 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 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 Forth 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 Third 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 Fourth 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 Third 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 (x) the Third Amended Xxxxxx Note, the New Xxxxxx Note and the New Xxxxx Note are in the substantially same form in all material respects and (y) the Third Amended and Restated Warrant, dated as of November 30, 2011, in favor of the Investor, the New Xxxxxx Warrant and the New 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.