Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 7 contracts
Samples: Series D Convertible Preferred Stock Purchase Agreement (CCBN Com), Series B Convertible Preferred Stock Purchase Agreement (Adolor Corp), Series E 1 Convertible Preferred Stock Purchase Agreement (CCBN Com)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 7 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Careerbuilder Inc), Series a Convertible Preferred Stock Purchase Agreement (Starmedia Network Inc), Convertible Preferred Stock Purchase Agreement (Careerbuilder Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II hereof shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 4 contracts
Samples: Note and Series a Iii Warrant Purchase Agreement (Intracel Corp), Note and Series a Warrant Purchase Agreement (Intracel Corp), Note and Series a Warrant Purchase Agreement (Intracel Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Starmedia Network Inc), Stock Purchase Agreement (Starmedia Network Inc), Stock Purchase Agreement (Starmedia Network Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing, provided, that if this agreement is executed on the Closing Date, execution of this Agreement by such persons shall suffice.
Appears in 3 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (New Era of Networks Inc), Series B Convertible Preferred Stock Purchase Agreement (New Era of Networks Inc), Series a Convertible Preferred Stock Purchase Agreement (New Era of Networks Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer Chairperson of the Company and each of the Founders shall have certified to such effect to the Purchasers Investors in writing.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement, Series a Convertible Preferred Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the such Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Intracel Corp), Preferred Stock Purchase Agreement (Intracel Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall will be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent that the representation or warranty speaks to a specific date), and the President and Treasurer Chief Financial Officer of the Company shall will have certified to such effect to the Purchasers in writing.
Appears in 2 contracts
Samples: Note Purchase Agreement (Dyntek Inc), Note Purchase Agreement (Miller Lloyd I Iii)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the First Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Starmedia Network Inc), Series B Convertible Preferred Stock Purchase Agreement (Starmedia Network Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 2 contracts
Samples: Series G Convertible Preferred Stock Purchase Agreement (Adolor Corp), Series E Convertible Preferred Stock Purchase Agreement (Adolor Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II 2 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company Company, by its Chief Executive Officer, shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Series E Preferred Share Purchase Agreement (Audiocodes LTD)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writingwriting on behalf of the Company.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Ipec Holdings Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II of this Agreement shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, date hereof and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Bailey Co L P)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II hereof shall be true, complete true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (New American Healthcare Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall will be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent that the representation or warranty speaks to a specific date), and the President and Treasurer Chief Financial Officer of the Company shall will have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Junior Secured Convertible Note Purchase Agreement (Dyntek Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the applicable Closing Date or Accelerated Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Esylvan Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the each Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for changes contemplated or permitted by this Agreement, and the President and Treasurer Secretary of the Company shall have certified to such effect to the Purchasers Investor in writing.writing on behalf of the Company on each such Closing Date:
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President Chief Executive Officer and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers in writing.. Table of Contents
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II hereof shall be true, complete true and correct on and as of the First Closing Date with the same effect as though such representations and warranties had been if made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (New American Healthcare Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the each Additional Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Additional Purchasers in writing.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Starmedia Network Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer an authorized officer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers Investors in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Series H Convertible Preferred Stock Purchase Agreement (Adolor Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Second Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Additional Purchasers in writing.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Starmedia Network Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer an authorized officer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Eschelon Telecom Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent that the representation or warranty speaks to a specific date), and the President and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Note Purchase Agreement (Dyntek Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writingwriting on behalf of the Company.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Avalon Pharmaceuticals Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President Chief Executive Officer and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- Solely with respect to the second closing, the representations and warranties contained in Article II hereof shall be true, complete true and correct on and as of the Second Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Furman Selz Sbic L P)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Series F Convertible Preferred Stock Purchase Agreement (Adolor Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II hereof shall be true, complete true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Seer Technologies Inc /De)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer Chief Financial Officer of the Company shall have certified to such effect to the Purchasers Investors in writing.
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete complete, and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer Xxxxxxx Xxxxxx Chief Executive Officer of the Company ("Davitz"), shall have certified to such effect to the Purchasers Purchaser in writing.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Finet Com Inc)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II Section 2 shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Genomica Corp /De/)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the each Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for changes contemplated or permitted by this Agreement, and the President and Treasurer Secretary of the Company shall have certified to such effect to the Purchasers Investor in writing.writing on behalf of the Company on each such Closing Date:
Appears in 1 contract
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall will be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent that the representation or warranty speaks to a specific date), and the President and Treasurer Chief Executive Officer or the Chief Financial Officer of the Company shall will have certified to such effect to the Purchasers in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Proxim Wireless Corp)
Representations and Warranties to be True and Correct. The ----------------------------------------------------- representations and warranties contained in Article II shall will be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except to the extent that the representation or warranty speaks to a specific date), and the President Chief Executive Officer and Treasurer Chief Financial Officer of the Borrower and Parent Company shall will have certified to such effect to the Purchasers in writing.
Appears in 1 contract
