Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Homeseekers Com Inc), Series D Preferred (Healtheon Corp), Securities Purchase Agreement (Maintenance Depot Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 11 contracts
Samples: Securities Purchase Agreement (FCCC Inc), Series I Preferred Stock Purchase Agreement (Oxis International Inc), Series I Preferred Stock Purchase Agreement (Oxis International Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe date of the Closing.
Appears in 9 contracts
Samples: Agreement (Edgetech Services Inc), Common Stock and Warrant Purchase Agreement (O2diesel Corp), Common Stock and Warrant Purchase Agreement (O2diesel Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said the Closing Date (except for any representation or warranty that speaks as of a specific date, which shall be true and correct as of such date).
Appears in 9 contracts
Samples: Note and Warrant Purchase Agreement (VioQuest Pharmaceuticals, Inc.), Subscription Agreement (Manhattan Pharmaceuticals Inc), Subscription Agreement (Ziopharm Oncology Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 8 contracts
Samples: Preferred Stock Purchase Agreement (First Virtual Holding Inc), Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc), Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Healthgrades Com Inc), Common Stock Purchase Agreement (Omnis Technology Corp), Common Stock Purchase Agreement (Omnis Technology Corp)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 6 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Cais Internet Inc), Preferred Stock Purchase Agreement (Cais Internet Inc), Preferred Stock Purchase Agreement (Cais Internet Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cryocon Inc), Securities Purchase Agreement (Cryocon Inc), Securities Purchase Agreement (Cryocon Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said the Closing Date except to the extent any such representation specifically references an earlier date.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Syntroleum Corp), Securities Purchase Agreement (Syntroleum Corp), Stock Purchase Agreement (Syntroleum Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be have been true and correct in all material respects when made, made and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, or Date (subject in each case to the Subsequent Closing Date, as exceptions set forth in the case may be, with the same force and effect as if they had been made on and as Schedule of said dateExceptions).
Appears in 4 contracts
Samples: Oryx Technology (Oryx Technology Corp), Common Stock and Warrant (Oryx Technology Corp), Oryx Technology (Oryx Technology Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (London Merchant Securities PLC), Securities Purchase Agreement (Computron Software Inc), Stock Purchase Agreement (Insweb Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 4 contracts
Samples: Debenture Purchase Agreement, Debenture Purchase Agreement (Wilshire Financial Services Group Inc), Stock Purchase Agreement (First Community Bancorp /Ca/)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on and as of the Series A Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp), Preferred Stock Purchase Agreement (Avanex Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe Closing.
Appears in 4 contracts
Samples: Registration Rights Agreement (Spectrx Inc), Agreement (Spectrx Inc), Registration Rights Agreement (Spectrx Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects when made, and shall be true true, complete and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 4 contracts
Samples: Investment Agreement (Asi Group LLC), Investment and Voting Agreement (Las Vegas Discount Golf & Tennis Inc), Investment Agreement (Las Vegas Discount Golf & Tennis Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section pursuant to Article 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 4 contracts
Samples: Preferred Membership Unit Purchase Agreement, Preferred Membership Unit Purchase Agreement (FVA Ventures, Inc.), Preferred Membership Unit Purchase Agreement (FVA Ventures, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 III hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe Closing.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC), Warrant Purchase Agreement (Technology Crossover Management Iv LLC), Series D Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC)
Representations and Warranties Correct. The Company's representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the as of such Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they though such representations and warranties had been made on and as of said datethe date of such Closing.
Appears in 3 contracts
Samples: Series B Preferred Stock Purchase Agreement (Aerocentury Corp), Series a Preferred Stock Purchase Agreement (Aerocentury Corp), common Stock Purchase Agreement (Aerocentury Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Spacedev, Inc.), Stock Purchase Agreement (Spacedev Inc), Stock Purchase Agreement (Spacedev, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section pursuant to Article 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 3 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc), Preferred Stock Purchase Agreement (Mobinetix Systems Inc), Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc)
Representations and Warranties Correct. The representations and warranties made by of the Company in Section 3 Article III hereof shall be true and correct in all material respects when madeon and as of the date hereof, and shall be true and correct in all material respects on and as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Postabank Es Takarekrenztar), Securities Purchase Agreement (Hungarian Telephone & Cable Corp), Hungarian Telephone (Hungarian Telephone & Cable Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Pharmanetics Inc), Common Stock Purchase Agreement (Pharmanetics Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 2 contracts
Samples: Seamed Corp, Seamed Corp
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 Article III hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Subscription Agreement (Velcera, Inc.), Subscription Agreement (Hana Biosciences Inc)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the applicable Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (MMC Networks Inc), Preferred Stock Purchase Agreement (MMC Networks Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 ARTICLE III hereof shall be true and correct in all material respects when made, and, except for any representations and warranties made by the Company as of a specific date, shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Subscription Agreement (Arno Therapeutics, Inc), Subscription Agreement (Nile Therapeutics, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company and Subsidiary in Section 3 hereof hereof, as qualified by the Disclosure Schedules, shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Softlock Com Inc), Series a Preferred Stock Purchase Agreement (Softlock Com Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said the same date.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Gric Communications Inc), Warrant Purchase Agreement (Gric Communications Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Cannondale Corp /), Convertible Debenture Purchase Agreement (Cannondale Corp /)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect Date as if they had been made on and as of said such date.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Probusiness Services Inc), Convertible Preferred Stock Purchase Agreement (General Atlantic Partners LLC)
Representations and Warranties Correct. The representations Each representation and warranties warranty made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Aether Systems LLC), Preferred Stock Purchase Agreement (Aether Systems Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe date of the Closing.
Appears in 2 contracts
Samples: Series E Preferred Stock Purchase Agreement (SuccessFactors, Inc.), Series C Preferred Stock Purchase Agreement (SuccessFactors, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe date of this Agreement.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Pedevco Corp), Note and Warrant Purchase Agreement (Pedevco Corp)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Internet Capital Group Inc), Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 3.1 hereof (including any representations of the Company incorporated by reference) shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Allis Chalmers Corp), Warrant Purchase Agreement (Quest Resource Corp)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof by the Company shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe date of the Closing.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Petsmart Com Inc), Preferred Stock Purchase Agreement (Petsmart Com Inc)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Neomagic Corp), Stock Purchase Agreement (Neomagic Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof above shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Note Purchase Agreement (Redgate Media Group), Note Purchase Agreement (Redgate Media Group)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made(except for representations and warranties which are qualified by materiality, and which shall be true and correct in all material respects on respects) as of the First Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said datethe First Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Versicor Inc /Ca), Stock Purchase Agreement (Versicor Inc /Ca)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 2 contracts
Samples: Investment Agreement (Aps Holding Corporation), Investment Agreement (Parts Source Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when madeas of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date, except that representations and warranties that speak as of a particular date shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said such date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Utstarcom Inc), Stock Purchase Agreement (Interwave Communications International LTD)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing DateDate and with respect thereto, or after giving effect to the Subsequent Closing Date, as sale and issuance of the case may be, with Shares and the same force and effect as if they had been made on and as of said dateWarrants at the Closing.
Appears in 2 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Visalia Trust), Preferred Stock and Warrant Purchase Agreement (Telantis Venture Partners v Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the as of such Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (MultiCell Technologies, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said such date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Asyst Technologies Inc /Ca/)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Paragraph 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (International Displayworks Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Identity Rehab CORP)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Subordinated Convertible Debenture Purchase Agreement (Transcend Services Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datesuch Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trimark Holdings Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true true, correct and correct in all material respects complete when made, and shall be true true, correct and correct in all material respects complete on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 1 contract
Samples: Series F Preferred Stock and Warrant Purchase Agreement (Phoenix Network Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall must have been accurate in all material respects as of the date of this Agreement and must be true and correct in all material respects when made, and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (O2diesel Corp)
Representations and Warranties Correct. The representations and warranties made by the Company and Subsidiary in Section 3 hereof hereof, as qualified by the Disclosure Schedules, shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the First Closing Date, or the Subsequent Closing Date, as the case may be, with the same force Date and effect as if they had been made on and as of said dateany subsequent closing pursuant to Section 2.3.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 3.1 hereof (including any representations of the Company incorporated by reference) shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.. 171
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datedate and the foregoing shall be certified in writing by an executive officer of the Company.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (3dx Technologies Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe Closing.
Appears in 1 contract
Samples: Series E Preferred Stock Subscription Agreement (ChemoCentryx, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Cell Genesys Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 3.1 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Digital Domain Media Group, Inc.)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Iown Holdings Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when madeas of the date of this Agreement, and shall the representations and warranties made by the Company in Sections 3.1, 3.4, 3.5, 3.6, 3.8, and 3.25 be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said datesuch Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cell Therapeutics Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof by the Company shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe Closing.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing DateDate and with respect thereto, or after giving effect to the Subsequent Closing Date, as sale and issuance of the case may be, with Shares at the same force and effect as if they had been made on and as of said dateClosing.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Cellomics Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe date of the Initial Closing.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (SuccessFactors, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date in all material respects and the Buyer shall have received on the Closing DateDate a certificate from the Seller in the form of Exhibit 5.1 hereto, or stating that all such representations and warranties are true and correct on the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said dateDate in all material respects.
Appears in 1 contract
Representations and Warranties Correct. The representations -------------------------------------- and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Firstworld Communications Inc)
Representations and Warranties Correct. The -------------------------------------- representations and warranties made by the Company in Section 3 Article III hereof shall be true and correct in all material respects when made, as of the date of this Agreement and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, Date as the case may be, with the same force and effect as if they had been though made on and as of said datethe Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Duquesne Light Holdings Inc)
Representations and Warranties Correct. The -------------------------------------- representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Film & Music Entertainment, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.the date of the Closing. 5.2
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Rational Software Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Axys Pharmecueticals Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.. 5.2
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said date.the Closing Date, except that:
Appears in 1 contract
Representations and Warranties Correct. The representations Representations and warranties Warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Americas Power Partners Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Dates with the same force and effect as if they though such representations and warranties had been made on and as of said date.the Closing Dates, except that:
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when madeas of the date of this Agreement, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said datesuch Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects when made, and shall be true true, complete and correct in all material respects on the Closing Date, or Date and on each of the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said dateClosings.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, made and shall be true and correct in all material respects on and as of the Closing Date, or the Subsequent Closing Date, Date (unless they specifically speak as the of another date in which case may bethey shall be true and correct in all material respects as of such date), with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Representations and Warranties Correct. The -------------------------------------- representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
Appears in 1 contract
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said datethe Closing Date.
Appears in 1 contract
Representations and Warranties Correct. The representations Representations and warranties -------------------------------------- Warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Americas Power Partners Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, as of the Closing Date and the Company shall have performed all obligations and conditions required to be performed or observed by it on or prior to the Closing Date and all documents incident thereto shall be true satisfactory in form and correct in all material respects on content to the Closing Date, or Investors and special counsel to the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said dateInvestors.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the as of such Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said date.such Closing Date, except that:
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they though such representations and warranties had been made on and as of said date.the Closing Date, except that:
Appears in 1 contract
Samples: Stock Purchase Agreement (Cubist Pharmaceuticals Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, as of the date of this Agreement and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company Corporation in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, Date with the same force and effect as if they had been made on and as of said such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Meridian Usa Holdings Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Date and Second Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said dateapplicable.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 Article III hereof shall be true true, correct and correct in all material respects complete when made, made and shall be true and correct in all material respects on upon the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Tanisys Technology Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when madeas of the Closing Date except representations and warranties that are qualified as to materiality, and which shall be true and correct in all material respects on as of the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Participate Com Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be have been true and correct in all material respects when made, made and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said datethe Closing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Intrabiotics Pharmaceuticals Inc /De)
