REPRESENTATIONS AND WARRANTIES 3. Section 3.1 Representations and Warranties of the Originator 3 Section 3.2 Representations and Warranties of the Depositor 5
REPRESENTATIONS AND WARRANTIES 3. 1 Each of Institution and Investigator represents and warrants that it/he/she has the legal authority to enter into this Agreement and that the terms of this Agreement are not in conflict with any other agreements to which it/he/she is legally bound. Neither Institution nor Investigator will enter into any agreement or engage in any activities that would materially impair its or his/her ability to complete the Trial in accordance with this Agreement and the Protocol.
REPRESENTATIONS AND WARRANTIES 3. 1 The Client hereby represents and warrants that he was not forced or otherwise persuaded to enter into the Agreement, and that the Client did not enter into the Agreement on the basis of any statements other than those included herein.
REPRESENTATIONS AND WARRANTIES 3. Representations and Warranties of the City 3
REPRESENTATIONS AND WARRANTIES 3. Section 2.1 Representations and Warranties of the Company. 3 Section 2.2 Representations and Warranties of each Investor. 15
REPRESENTATIONS AND WARRANTIES 3. 1Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company represents and warrants to the Underwriters as of the Execution Date, as of the Closing Date and as of each Option Closing Date, if any, as follows: (a)
REPRESENTATIONS AND WARRANTIES 3. 4.1 NSWC Crane’s Representations and Warranties 4
4.2 [Non-Navy Collaborator]’s Representations and Warranties 4 4.3 Joint Representations and Warranties 4
REPRESENTATIONS AND WARRANTIES 3. 1 Each Party represents and warrants that the representations and warranties it gives in clause 21 of the LTA are true and correct as at the date of this Amendment Agreement with reference to the facts and circumstances existing at such date, in relation to both this Amendment Agreement and the LTA as amended by this Amendment Agreement.
REPRESENTATIONS AND WARRANTIES 3. Section 2.1 Representations and Warranties of the Company 3 Section 2.2 Representations and Warranties of the Purchasers 15 Section 3.1 Securities Compliance 17 Section 3.2 Registration and Listing 17 Section 3.3 Inspection Rights 18 Section 3.4 Compliance with Laws 18 Section 3.5 Keeping of Records and Books of Account 18 Section 3.6 Reporting Requirements 18 Section 3.7 Other Agreements 18 Section 3.8 Use of Proceeds 18 Section 3.9 Reporting Status 19 Section 3.10 Disclosure of Transaction 19 Section 3.11 Disclosure of Material Information 19 Section 3.12 Pledge of Securities 19 Section 3.13 Amendments 19 Section 3.14 Distributions 19 Section 3.15 Reservation of Shares 20 Section 3.16 [Intentionally Omitted] 20 Section 3.17 [Intentionally Omitted] 20 Section 3.18 Form SB-2 Eligibility 20 Section 3.19 [Intentionally Omitted] 20 Section 3.20 Subsequent Financings 20 Section 3.21 [Intentionally Omitted] 21 Section 3.22 Additional Affirmative Covenants 21 Section 3.23 Additional Negative Covenants 23 Section 4.1 Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities 26 Section 4.2 Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Securities 27 Section 5.1 Legend 29 Section 5.2 Liquidated Damages 30 Section 5.3 Sales by Purchasers 30 Section 6.1 Company Indemnity 30 Section 6.2 Indemnification Procedure 31 Section 7.1 Fees and Expenses 31 Section 7.2 Specific Performance; Consent to Jurisdiction; Venue 32 Section 7.3 Entire Agreement; Amendment 32 Section 7.4 Notices 32 Section 7.5 Waivers 33 Section 7.6 Headings 33 Section 7.7 Successors and Assigns 33 Section 7.8 No Third Party Beneficiaries 33 Section 7.9 Governing Law 33 Section 7.10 Survival 33 Section 7.11 Counterparts 33 Section 7.12 [Intentionally Omitted] 33 Section 7.13 Severability 34 Section 7.14 Further Assurances 34 This SECURITIES PURCHASE AGREEMENT dated as of January 15, 2008 (this “Agreement”) by and among Ambient Corporation, a Delaware corporation (the “Company”), Vicis Capital Master Fund (“Vicis”) and each of the other purchasers of the secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively with Vicis, the “Purchasers”).
REPRESENTATIONS AND WARRANTIES 3. Section 2.1 Representations and Warranties of the Company, non-PRC Subsidiaries and the PRC Subsidiary 3
Section 2.2 Representations and Warranties of the Purchasers 15
