Common use of Correctness of Representations Clause in Contracts

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Such Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company in writing prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Such Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, and will be true and correct as of each closing date and unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)any closing date, shall be true and correct as of the Closing Datesuch closing dates. The foregoing representations and warranties shall survive the Closing DateDate for a period of three years.

Correctness of Representations. The Each Subscriber represents only as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct in all material respects as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall and will be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing DateDate for a period of three years.

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Such Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents only as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the a Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the such Closing Date.

Correctness of Representations. The Subscriber represents that the ------------------------------ foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the a Closing Date (as hereinafter defined)Date, shall will be true and correct as of the each Closing Date. The foregoing representations and warranties shall will survive the each Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing DateDate for a period of three years.

Correctness of Representations. The Each Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Closing, shall be remain true and correct as of the Closing DateClosing. The foregoing representations and warranties shall survive the Closing DateDate for a period of three years.

Correctness of Representations. The Subscriber represents ------------------------------ that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the each Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the each Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties warranties, to the extent applicable, are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that ------------------------------ the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Closing, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Closing, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties of such Subscriber are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations Date and warranties shall survive as of the Closing Dateissuance date of each of the Securities.

Correctness of Representations. The Such Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date and Put Closing Date (as hereinafter defined), shall be true and correct as of the such Closing Date and Put Closing Date. The foregoing representations and warranties shall survive the Closing Date and Put Closing Date.

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations Date and warranties shall survive as of the Closing Dateissuance of the Shares.

Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber -------------------------------- represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof Closing Date and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that ------------------------------ the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing DateDate subject to the applicable statute of limitations.

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations Date and warranties shall survive as of the Closing Dateissuance of the Shares and the issuance of any securities upon conversion of the Note.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the each Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the each Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the First Put Closing Date (as hereinafter defined), shall be true and correct as of the First Put Closing Date. The foregoing representations and warranties shall survive the First Put Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company in writing prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing DateDate for a period of two years.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the each Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the each Closing Date.

Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the each Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the each Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties made herein are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, and will be true and correct as of each closing date and unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)any closing date, shall be true and correct as of the Closing Datesuch closing dates. The foregoing representations and warranties shall survive the Second Closing DateDate and shall not expire until the later of two years after the Second Closing Date or the final exercise date of the Warrants.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall 9/23/98 be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Each ------------------------------ Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the a Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents as to Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company and NCT prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct in all material respects as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Such Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the such Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the Closing Date. (p) Survival. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), shall be true and correct as of the such Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations Date and warranties shall survive as of the Closing Dateissuances of the Shares and as of the issuance of any securities upon conversion or exercise of the Securities.

Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined), and shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Subscriber otherwise notifies the Company in writing prior to the Closing Date (as hereinafter defined)Date, shall be true and correct in all material respects as of the Closing Date. The foregoing representations and warranties ; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall survive the Closing Datebe true as of such date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof andhereof, must be true as of the Closing Date (as hereinafter defined), and unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date.

Correctness of Representations. The Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The Subscriber understands and acknowledges that the Company is relying on the foregoing representations and warranties shall survive of Subscriber in conducting this offering of the Closing Date.Securities in reliance upon an exemption from registration under the 1933 Act;

Correctness of Representations. The Subscriber represents as to the Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and, unless the Subscriber otherwise notifies the Company prior to the Closing Date (as hereinafter defined)Date, shall be true and correct as of the Closing Date. The foregoing representations Date and warranties shall survive as of the Closing Dateissuances of the Preferred Shares and as of the issuance of any securities upon conversion or exercise of the Securities.