Common use of Representations and Warranties Correct Clause in Contracts

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 17 contracts

Samples: Subscription Agreement (Complete Solaria, Inc.), Subscription Agreement (Freedom Acquisition I Corp.), Convertible Note Subscription Agreement (Churchill Capital Corp III)

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Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), ) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 10 contracts

Samples: Subscription Agreement (SVF Investment Corp. 3), Subscription Agreement (Property Solutions Acquisition Corp.), Subscription Agreement (Property Solutions Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof (i) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and (ii) shall be true and correct in all material respects on and as of the Closing Date (Date, unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) date (in each case, other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 4 contracts

Samples: Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.), Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.), Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 4 contracts

Samples: Subscription Agreement (Complete Solaria, Inc.), Subscription Agreement (Freedom Acquisition I Corp.), Subscription Agreement (Tuatara Capital Acquisition Corp)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 ‎2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 3 contracts

Samples: Subscription Agreement (Churchill Capital Corp III), Subscription Agreement (VG Acquisition Corp.), Subscription Agreement (Blade Urban Air Mobility, Inc.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof (i) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and (ii) shall be true and correct in all material respects on and as of the Closing Date (Date, unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) date (in each case, other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the TransactionsAcquisition.

Appears in 3 contracts

Samples: Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.), Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.), Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to the consummation of the Transactions.

Appears in 2 contracts

Samples: Subscription Agreement (CBRE Acquisition Sponsor, LLC), Subscription Agreement (CBRE Acquisition Holdings, Inc.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the First Step Investment Closing Date and the Second Step Investment Closing Date, as applicable (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Study Transactions.

Appears in 2 contracts

Samples: Subscription Agreement (Naspers LTD), Subscription Agreement (Churchill Capital Corp II)

Representations and Warranties Correct. The Except as provided in Section 3.2.2, the representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects ) on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the TransactionsTransactions and consummation of the Closing shall constitute a reaffirmation by the Subscriber of such representations and warranties.

Appears in 2 contracts

Samples: Subscription Agreement (LGL Systems Acquisition Corp.), Subscription Agreement (LGL Systems Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects ) on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions, and consummation of the Closing shall constitute a reaffirmation by the Issuer of such representations and warranties.

Appears in 2 contracts

Samples: Subscription Agreement (LGL Systems Acquisition Corp.), Subscription Agreement (LGL Systems Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the First Step Investment Closing Date and the Second Step Closing Date, as applicable (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Study Transactions.

Appears in 2 contracts

Samples: Subscription Agreement (Naspers LTD), Subscription Agreement (Churchill Capital Corp II)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 2 contracts

Samples: Subscription Agreement (Binah Capital Group, Inc.), Subscription Agreement (Rigel Resource Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the TransactionsCS Merger.

Appears in 1 contract

Samples: Note Subscription Agreement (Freedom Acquisition I Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof (i) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and (ii) shall be true and correct in all material respects on and as of the Closing Date (Date, unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) date (in each case, other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Supernova Partners Acquisition Company, Inc.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 3.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Subscription Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Backstop Subscription Agreement (VinFast Auto Ltd.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), ) and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.. ​

Appears in 1 contract

Samples: Subscription Agreement (RMG Acquisition Corp.)

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Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 ‎2.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (VG Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the TransactionsCS Merger.

Appears in 1 contract

Samples: Note Subscription Agreement (Freedom Acquisition I Corp.)

Representations and Warranties Correct. The representations and warranties made by such Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), ) on and shall be true as of the date of this Redemption Subscription Agreement and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Redemption Subscription Agreement (Aurora Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Growth Capital Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof (i) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and (ii) shall be true and correct in all material respects on and as of the applicable Closing Date (Date, unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) date (in each case, other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Warrant Subscription Agreement (Rigetti Computing, Inc.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 4 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse EffectEffect (as defined below), which representations and warranties shall be true and correct in all respects), ) and shall be true and correct in all material respects on and as of the Subscription Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Pivotal Investment Corp II)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), ) on and shall be true as of the date of this Sponsor Subscription Agreement and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Aurora Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Subscription Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Provident Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), ) on and shall be true as of the date of this Subscription Agreement and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects) ), with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

Appears in 1 contract

Samples: Subscription Agreement (Aurora Acquisition Corp.)

Representations and Warranties Correct. The representations and warranties made by Subscriber the Issuer in Section 2.1 2.2 hereof (i) shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and (ii) shall be true and correct in all material respects on and as of the applicable Closing Date (Date, unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) date (in each case, other than representations and warranties that are qualified as to materiality or Subscriber Issuer Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the TransactionsAcquisition.

Appears in 1 contract

Samples: Warrant Subscription Agreement (Rigetti Computing, Inc.)

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