Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 114 contracts
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a 1 Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 16 contracts
Samples: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series a Preferred Stock Purchase Agreement (LendingClub Corp), Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the ClosingClosing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.
Appears in 13 contracts
Samples: Common Stock Purchase Agreement (HyreCar Inc.), Common Stock and Warrant Purchase Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp), Common Stock and Warrant Purchase Agreement (Invicta Media Investments, LLC)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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 7 contracts
Samples: Securities Purchase Agreement (China Green Creative, Inc.), Securities Purchase Agreement (Smart Energy Solutions, Inc.), Securities Purchase Agreement (Amdl Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 7 contracts
Samples: Series D Preferred Stock Purchase Agreement (Macrovision Corp), Series C Preferred Stock Purchase Agreement (Macrovision Corp), Series C Preferred Stock Purchase Agreement (Jato Communications Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, such 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 Closingsuch date.
Appears in 6 contracts
Samples: Series E Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc), Series D 4 Convertible Preferred Stock and Warrant Purchase Agreement (Inphonic Inc), Series D 1 Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing DateClosing, 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 6 contracts
Samples: Common Stock Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Encision Inc), Securities Purchase Agreement (Encision Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof Article 4 shall be true and correct in all material respects as of the Closing Date Date, with the same force and effect as if they had been made on and as of the Closing Datesaid date, and the Company shall have performed performed, satisfied and complied with all obligations obligations, covenants and conditions herein required to be performed performed, satisfied or observed complied with by it on or prior to the Closing.
Appears in 4 contracts
Samples: Exchange Agreement (CastlePoint Holdings, Ltd.), Exchange Agreement (Tower Group, Inc.), Stock Purchase Agreement (CastlePoint Holdings, Ltd.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing.
Appears in 4 contracts
Samples: Series F Preferred Stock Purchase Agreement (LendingClub Corp), Series E Preferred Stock Purchase Agreement (LendingClub Corp), Series D Preferred Stock Purchase Agreement (LendingClub Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force Date, except in each case, for those representations and effect as if they had been made warranties that address matters only as of the Closing Datea particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on at or prior to the ClosingClosing Date.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Nocopi Technologies Inc/Md/), Stock Purchase Agreement (Adicet Bio, Inc.), Subscription Agreement (CRISPR Therapeutics AG)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 Article IV hereof shall be true and correct in all material respects as on the date of the Closing Date with the same force and effect as if they had been made on and as of said date; and the Closing Datebusiness, financial condition, operations, and assets of the Company shall not have performed all obligations and conditions herein required to be performed or observed by it on or been adversely affected in any material way prior to the Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Procter & Gamble Co), Securities Purchase Agreement (Procter & Gamble Co), Securities Purchase Agreement (Regeneron Pharmaceuticals Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the . The Company shall have performed all of its obligations and conditions herein under this Agreement that are required to be performed or observed by it on or prior to the Closing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Endwave Corp), Stock Purchase Agreement (Endwave Corp), Stock Purchase Agreement (Wood River ASSOCIATES,L.L.C.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, and the said date. The Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the ClosingClosing Date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Sugen Inc), Purchase Agreement (Sugen Inc), Purchase Agreement (Sugen Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 3 contracts
Samples: Stock Purchase Agreement (Minolta Investments Co), Stock Purchase Agreement (QMS Inc), Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as (except for representations and warranties qualified by materiality or material adverse effect, which shall be true and correct) at the date of the Closing Date with the same force (other than representations and effect as if they had been warranties made as of the Closing Datea specific date, which shall have been true and correct as of such 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 Closingit.
Appears in 3 contracts
Samples: Class B Common Stock and Warrant Purchase Agreement, Class B Common Stock and Warrant Purchase Agreement (Lyon William H), Class B Common Stock and Warrant Purchase Agreement (William Lyon Homes)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Subsequent Closing Date with the same force and effect as if they had been made as of the Subsequent 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 ClosingSubsequent Closing Date.
Appears in 3 contracts
Samples: Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp), Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Talon Real Estate Holding Corp.), Common Stock Purchase Agreement (Talon Real Estate Holding Corp.), Common Stock Purchase Agreement (Talon Real Estate Holding Corp.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Nektar Therapeutics), Common Stock Purchase Agreement (Inhale Therapeutic Systems Inc), Common Stock Purchase Agreement (Inhale Therapeutic Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the Closing Date with the same force Date, except in each case, for those representations and effect as if they had been made warranties that address matters only as of the Closing Datea particular date, which shall be true and correct in all material respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on at or prior to the Closing.
Appears in 3 contracts
Samples: Common Share Put Agreement (Xenon Pharmaceuticals Inc.), Common Share Put Agreement (Xenon Pharmaceuticals Inc.), Common Stock Purchase Agreement (Regulus Therapeutics Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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: Note Purchase Agreement, Note Purchase Agreement (Anthera Pharmaceuticals Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 Sections 4 and 5 hereof shall be true and correct in all material respects as on the date of the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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: Stock Purchase Agreement (STM Wireless Inc), Stock Purchase Agreement (STM Wireless Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and 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.
Appears in 2 contracts
Samples: Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Purchase Agreement (Bioject Medical Technologies Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects on and as of the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date, and the Company shall have duly performed all obligations and conditions herein required to be performed or observed by it on or prior to the Initial Closing.
Appears in 2 contracts
Samples: 8% Series C Convertible Preferred Stock Purchase Agreement, Stock Purchase Agreement (Digital Video Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers at the Initial Closing.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Magnegas Corp), Common Stock and Warrant Purchase Agreement (Magnegas Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the ClosingClosing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchaser.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Arena Group Holdings, Inc.), Securities Purchase Agreement (EVINE Live Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to Closing and a certificate duly executed by an officer of the ClosingCompany, to the effect of the foregoing, shall be delivered to the Purchasers.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock Purchase Agreement (Drone Aviation Holding Corp.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Initial Closing Date or the Subsequent Closing, as applicable, with the same force and effect as if they had been made as of the Closing Date, such date and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to such date; provided, however, the Company shall provide an updated Schedule of Exceptions to the representations and warranties made by the Company in Section 3 hereof at the Subsequent Closing.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of said date. Except as described in or contemplated by the Closing DatePlacement Memorandum, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the Closing. 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.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Billserv Com Inc), Preferred Stock Purchase Agreement (Accent Color Sciences Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof that are qualified by materiality or Material Adverse Effect shall be true and correct and those not so qualified shall be true and correct in all material respects in each case as of the Closing Date with the same force and effect as if they had been made as of the such Closing Date, and the Company shall have performed and complied with all agreements, obligations and conditions herein required to be performed or observed complied with by it on or prior to the such Closing.
Appears in 2 contracts
Samples: Investment Agreement (Tivo Inc), Investment Agreement (America Online Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 ClosingClosing and Purchaser shall receive a certificate from the Chief Executive Officer of the Company acknowledging such.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the 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: Stock Purchase Agreement (TORtec Group Corp), Stock Purchase Agreement (Geo Point Resources, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and 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, including but not limited to those set forth in Section 5 above.
Appears in 2 contracts
Samples: Series H Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc), Series G Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 4 that are qualified as to materiality shall be true and correct in all respects as of the Closing Date, and the representations and warranties made by the Company in Section 4 that are not qualified as to materiality shall be true and correct in all material respects as of the Closing Date Date, in each case with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations obligations, covenants and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 2 contracts
Samples: Common Stock Issuance Agreement (Summit Therapeutics Inc.), Common Stock Purchase Agreement (Seelos Therapeutics, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing DateDate (giving full effect to the Updated Schedule of Exceptions), and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the ClosingClosing and Purchaser shall receive a certificate from the Chief Executive Officer of the Company acknowledging such.
Appears in 2 contracts
Samples: Respiratory Diseases Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the Closing Datesuch Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Geospatial Corp), Convertible Note and Warrant Purchase Agreement (Geospatial Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects respects, except for representations and warranties that are qualified as to materiality or Material Adverse Effect which shall be true and correct in all respects, as of the Closing Date with the same force and effect as if they had been made as of the 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: Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects on and as of the Subsequent Closing Date with the same force and effect as if they had been made on and as of the Subsequent Closing Date, and the Company shall have duly performed all obligations and conditions herein required to be performed or observed by it on or prior to the Subsequent Closing.
Appears in 2 contracts
Samples: 8% Series C Convertible Preferred Stock Purchase Agreement, Stock Purchase Agreement (Digital Video Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 (Careguide Inc), Series a Preferred Stock Purchase Agreement (Careguide Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be have been true and correct as of the date hereof and true and correct in all material respects as of the Closing Date with the same force (without giving effect to any materiality or similar qualifications contained in such representations and effect as if they had been made as of the Closing Datewarranties), 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: Definitive Stock Purchase Agreement (Children's Internet Holding Company, LLC), Stock Purchase Agreement (Childrens Internet Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as on the date of the Closing Date such closing with the same force and effect as if they had been made on and as of the Closing Date, said 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 Closingsuch closing.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Aphton Corp), Collaboration and License Agreement (Aphton Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as on the date of the Initial Closing Date with the same force and effect as if they had been made on and as of the Closing Datesaid 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 Initial Closing.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Aphton Corp), Collaboration and License Agreement (Aphton Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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.all
Appears in 2 contracts
Samples: Asset Purchase Agreement (Portola Pharmaceuticals Inc), Asset Purchase Agreement (Portola Pharmaceuticals Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company Sellers in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company Sellers shall have performed all obligations obligations, agreements and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rellance Security Group PLC), Stock Purchase Agreement (Sands Steven B)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the Closing Date Closing, with the same force and effect as if they had been made as of the Closing Dateapplicable 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: Preferred Stock Purchase Agreement (Avatech Solutions Inc), Preferred Stock Purchase Agreement (Avatech Solutions Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Supplemental Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it the Company on or prior to the Supplemental Closing, and there shall be no ongoing Event of Default, as defined in the form of Note.
Appears in 2 contracts
Samples: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Initial Closing Date Date, with the same force and effect as if they had been made as of the Initial 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 Initial Closing.
Appears in 2 contracts
Samples: Collaborative Research Agreement (Codexis Inc), Collaborative Research Agreement (Codexis Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the First Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it the Company on or prior to the First Closing, and there shall be no ongoing Event of Default, as defined in the form of Note.
Appears in 2 contracts
Samples: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date. As of the 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: License Agreement (Genomatica Inc), License Agreement (Genomatica Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of said date; except as described in or contemplated by the Private Placement Materials, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the 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 ClosingClosing Date.
Appears in 2 contracts
Samples: Offshore Common Stock Purchase Agreement (Sunrise Technologies International Inc), u.s. Note and Warrant Purchase Agreement (Sunrise Technologies International Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof together with the Schedule of Exceptions shall be true and correct in all material respects as of the date of such Closing Date with the same force and effect as if they had been made as of the Closing Datedate of such Closing, 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 F Preferred Stock Purchase Agreement (Gen Probe Inc), Series F Preferred Stock Purchase Agreement (Gen Probe Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Second Closing Date with the same force and effect as if they had been made on and as of the Closing Date, and the said date. The Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the ClosingSecond Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Sugen Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the applicable Closing Date with the same force and effect as if they had been made as of the applicable 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 applicable Closing.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (HTG Molecular Diagnostics, Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof Sections 3.1, 3.2, 3.3, 3.4, 3.6 and 3.8 hereof, shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing DateClosing, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Cerus Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 3.1 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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. The Company shall have delivered to the Investor a certificate, duly executed by its Chief Executive Officer, attesting to the satisfaction of the foregoing conditions.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Closing Date (except that any such representations and warranties that are qualified by materiality will be true and correct in all respects) with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 1 contract
Samples: Transfer, Assignment and Assumption Agreement (Myriant Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall will be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall will have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Omni Bio Pharmaceutical, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company Company, Xxxxxx, Xxxxx and Xxxxxxx in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Settlement Agreement (Global Investment Alliance Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company and the Stockholder in Section Article 3 and 4 hereof shall (i) have been true and correct in all material respects as of the date hereof, and (ii) be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company and the Stockholder shall have performed all obligations and conditions herein required to be performed or observed by it them on or prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Medical Health Card Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as on the date of the Closing Date such Closing, with the same force and effect as if they had been made on and as of said date; the Closing Datebusiness and assets of the Company shall not have been adversely affected in any material way prior to such Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing.
Appears in 1 contract
Samples: Series O Preferred Stock Purchase Agreement (Disc Inc/Ca)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the such Closing Date, provided, however, that if the Company shall have delivered to the Purchaser a Schedule of Exceptions to any such representations and warranties, the Purchaser, shall have found all such exceptions acceptable in its reasonable discretion. The Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Anthera Pharmaceuticals Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 5 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Stock and Warrant Purchase Agreement (On Stage Entertainment Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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 ClosingClosing Date.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with date the same force and effect as if they had been made as of the Closing DateAgreement was executed, 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 1 contract
Samples: Common Stock Purchase Agreement (NovaBay Pharmaceuticals, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 Initial Closing.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Series Seed Convertible Preferred Stock Purchase Agreement (Digital Turbine, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the First Closing Date with the same force and effect as if they had been made on and as of the Closing Date, and the said date. The Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the ClosingFirst Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Sugen Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of said date. Except as described in or contemplated in the Closing DatePlacement Memorandum, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the Closing. 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.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Global Telecommunication Solutions Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the Closing Date or the Additional Share Closing, as applicable, with the same force and effect as if they had been made as of the Closing Date or the Additional Share Closing Date, as applicable, 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 or the Additional Share Closing, as applicable.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Avatech Solutions Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality, material adverse effect or material adverse change which shall be true and correct in all respects)as of the Closing Date with the same force and effect as if they had been made as of the 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 ClosingClosing Date.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Sento Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality, material adverse effect or material adverse change which shall be true and correct in all respects) as of the Closing Date with the same force and effect as if they had been made as of the 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 ClosingClosing Date.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the date of Closing Date with the same force and effect as if they had been made as of the Closing DateClosing, 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 1 contract
Samples: Series E Preferred Stock and Warrant Purchase Agreement (Micrus Corp)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and -6- 9 correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and 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 ClosingClosing Date.
Appears in 1 contract
Samples: Common Share Purchase Agreement (Global Markets Access LTD)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the First Closing, Second Closing Date or Third Closing, as applicable, with the same force and effect as if they had been made as of the Closing Datesuch Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Technest Holdings Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Second Lien Credit, Note Purchase, Exchange and Termination Agreement (Syncardia Systems Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Flux Power Holdings, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the First Closing Date with the same force and effect as if they had been made as of the Closing Date, such 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 Closingsuch date.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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.. Company Initials_____ Purchaser Initials_____
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Closing Date with the same force Date, except in each case, for those representations and effect as if they had been made warranties that address matters only as of the Closing Datea particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on at or prior to the ClosingClosing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nocopi Technologies Inc/Md/)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Conversion Closing Date with the same force and effect as if they had been made as of the Conversion 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 Conversion Closing.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof that are qualified as to materiality shall be true and correct in all respects as of the Closing Date, and the representations and warranties made by the Company in Section 3 that are not qualified as to materiality shall be true and correct in all material respects as of the Closing Date Date, in each case with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations obligations, covenants and conditions herein required to be performed or observed by it on or prior to the Closing.
Appears in 1 contract
Samples: Acquisition and Strategic Collaboration Agreement (Salarius Pharmaceuticals, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Datesuch Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the such Closing.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of on the 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 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or the Company prior to the Closing.. Legal Investment. On the Closing Date, the sale and issuance of the Shares and the Debentures and the proposed issuance of the Debenture Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject. Consents,
Appears in 1 contract
Samples: Securities Purchase Agreement (Napro Biotherapeutics Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the applicable Closing Date with the same force and effect as if they had been made as of the applicable 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 applicable Closing.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Nocimed, Inc.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing DateClosing, 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 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Spirent PLC)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company and Xxxxxx in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company and Xxxxx in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to the ClosingClosing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the such 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 such Closing.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 and the last sentence of Section 4.3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said 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. Consummation of the Closing by the Company shall constitute the Company's certification to the Purchaser that, as of the Closing date, the conditions set forth in this Section 5.1.1 have been fulfilled.
Appears in 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof 2 shall be true and correct in all material respects as of on the applicable Closing Date with the same force and effect as if they had been made on and as of the Closing Date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it on or prior to each Closing and a certificate duly executed by an officer of the ClosingCompany, to the effect of the foregoing, shall be delivered to the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which representations and warranties shall be true in all respects) as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Note Purchase Agreement (Djo Inc)
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Datesaid 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 1 contract
Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall --------- be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the 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 1 contract
Samples: Series B Preferred Stock Purchase Agreement (FMC Corp)
