Representations and Warranties; Material Adverse Change. The representations and warranties contained in Section 5 hereof shall be true and correct at and as of the Closing as though then made, and the Company shall have performed all of the covenants required to be performed by it hereunder prior to the Closing. Since December 31, 2006, there has not been a material adverse change in the financial condition, business, operations, performance or properties of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Prides Capital Partners, LLC), Note and Warrant Purchase Agreement (Ediets Com Inc)
Representations and Warranties; Material Adverse Change. The representations and warranties contained in Section 5 hereof shall be true and correct at and as of the Subsequent Closing as though then made, and the Company shall have performed all of the covenants required to be performed by it hereunder prior to the Subsequent Closing. Since December 31, 20062007, there has not been a material adverse change in the financial condition, business, operations, performance or properties of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Ediets Com Inc), Note and Warrant Purchase Agreement (Prides Capital Partners, LLC)
Representations and Warranties; Material Adverse Change. The representations and warranties contained in Section 5 hereof shall be true and correct at and as of the Initial Closing as though then made, and the Company shall have performed all of the covenants required to be performed by it hereunder prior to the Initial Closing. Since December 31, 20062007 and except as set forth on Schedule 2.1(a), there has not been a material adverse change in the financial condition, business, operations, performance or properties of the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Ediets Com Inc), Note and Warrant Purchase Agreement (Prides Capital Partners, LLC)