Common use of Representations and Warranties True; Performance of Obligations Clause in Contracts

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 Offering 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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 ClosingClosing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchaser.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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,

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.

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.

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.

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.

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.

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.

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 ClosingClosing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to Enzon.

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.

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.

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.

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.

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 that any representations and warranties which are qualified with respect to materiality, material adverse effect or similar language shall be true and correct in all respects) as of the Closing Effective Date with the same force and effect as if they had been made as of the Closing Effective 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.

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.

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.

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.

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.

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.

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.

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.. 4.2

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.

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.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be are true and correct in all material respects (except for representations and warranties subject to “materiality” qualifiers, which shall be true, complete 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 Datedate hereof, 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.

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.

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.

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 Initial Closing. 1 Note to Draft: Please provide a copy of the financing term sheet.

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.

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.

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_____

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.

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.