Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 16 contracts
Samples: Series D Preferred Stock Purchase Agreement (Northwest Bancorporation Inc), Series C Preferred Stock and Common Stock Purchase Agreement (Northwest Bancorporation Inc), Series D Preferred Stock Purchase Agreement (Northwest Bancorporation Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 15 contracts
Samples: Common Stock Purchase Agreement (Tauriga Sciences, Inc.), Common Stock Purchase Agreement (Tauriga Sciences, Inc.), Securities Purchase Agreement (Tivo Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 12 contracts
Samples: Common Stock Purchase Agreement (Cash Systems Inc), Common Stock and Warrant Purchase Agreement (Axesstel Inc), Common Stock Purchase Agreement (Salix Pharmaceuticals LTD)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter or the SEC Documents, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 6 contracts
Samples: Common Stock and Warrant Purchase Agreement (Physiometrix Inc), Common Stock Purchase Agreement (Nutrition 21 Inc), Common Stock Purchase Agreement (Patient Infosystems Inc)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 5 contracts
Samples: Securities Exchange Agreement (Jmar Technologies Inc), Securities Exchange Agreement (Jmar Technologies Inc), Securities Exchange Agreement (Jmar Technologies Inc)
Representations and Warranties True. Each of the representations and warranties of the Company Corporation contained in Section 3 hereof shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Penthouse International Inc), Common Stock Purchase Agreement (Penthouse International Inc), Common Stock Purchase Agreement (American Pulp Exchange Inc)
Representations and Warranties True. Each of the The representations and warranties of made by the Company contained in Section 3 hereof shall be true and complete correct on and as of the Closing Date with the same force and effect as though such representations and warranties if they had been made on and as of the date of the Closingsaid date.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Siemens Aktiengesellschaft), Series C Preferred Stock Purchase Agreement (Avenue a Inc), Securities Purchase Agreement (Launch Media Inc)
Representations and Warranties True. Each of the representations and warranties of made by the Company contained in Section 3 hereof shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 4 contracts
Samples: Series C Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.), Series B Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.), Series B Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing date of the date hereof and on and as of the date of the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 4 contracts
Samples: Purchase Agreement (Therma Wave Inc), Purchase Agreement (Therma Wave Inc), Purchase Agreement (Therma Wave Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing date of the date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter or the SEC Documents, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 4 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Bulldog Technologies Inc), Common Stock Purchase Agreement (Probusiness Services Inc), Common Stock and Warrant Purchase Agreement (Proxim Inc /De/)
Representations and Warranties True. Each of the representations ----------------------------------- and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 3 contracts
Samples: Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc), Series B Preferred Stock Purchase Agreement (Giga Information Group Inc), Series F Preferred Stock Purchase Agreement (Extricity Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 4 shall be true and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 3 contracts
Samples: Note Purchase Agreement (Sharps Technology Inc.), Note Purchase Agreement (Sharps Technology Inc.), Note Purchase Agreement (Volcon, Inc.)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall will be true and complete correct in all material respects on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter or the SEC Documents, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 3 contracts
Samples: Stock Purchase and Investor Rights Agreement (At Comm Corp), Stock Purchase and Investor Rights Agreement (Xiox Corp), Stock Purchase and Investor Rights Agreement (Xiox Corp)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing date of the Disclosure Letter and on and as of the date of the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Whittman Hart Inc), Common Stock and Warrant Purchase Agreement (Novell Inc), Common Stock and Warrant Purchase Agreement (Whittman Hart Inc)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Pricesmart Inc), Common Stock Purchase Agreement (Pricesmart Inc), Common Stock Purchase Agreement (Women First Healthcare Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 qualified as to materiality shall be true and complete correct and those not so qualified shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Cellegy Pharmaceuticals Inc), Common Stock Purchase Agreement (Novavax Inc), Common Stock Purchase Agreement (Cellegy Pharmaceuticals Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in and as of the date of this Agreement, on and as of the Closing Date, except as set forth in the Disclosure Schedule, with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 3 contracts
Samples: Stock Purchase and Investor Rights Agreement (Gateway Co Inc), Stock and Warrant Purchase Agreement (Gateway Co Inc), Stock Purchase and Investor Rights Agreement (Quepasa Com Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete on correct in all material respects when made, and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Imarx Therapeutics Inc), Asset Purchase Agreement (Imarx Therapeutics Inc), Series E Preferred Stock Purchase Agreement (Imarx Therapeutics Inc)
Representations and Warranties True. Each of the representations ----------------------------------- and warranties of the Company contained in Section 3 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Series D Preferred Stock Purchase Agreement (Alladvantage Com Inc), Securities Purchase Agreement (Kintana Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 4 shall be true and complete on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Paylocity Holding Corp), Share Exchange Agreement (Paylocity Holding Corp)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the date hereof and on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marker International), Series B Preferred Stock and Warrant Purchase Agreement (Evans & Sutherland Computer Corp)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Telular Corp), Common Stock Purchase Agreement (Cellegy Pharmaceuticals Inc)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Pricesmart Inc), Common Stock Purchase Agreement (Pricesmart Inc)
Representations and Warranties True. Each of the representations and warranties of the Company and each Subsidiary contained in Section 3 shall be true and complete on correct in all material respects as of the date when made and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closingsuch date.
Appears in 2 contracts
Samples: Note Purchase Agreement (Master Silicon Carbide Industries, Inc.), Securities Purchase Agreement (Paragon Semitech USA, Inc.)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the date hereof and shall be true and correct in all material respects on and as of the Closing Date, except as set forth in Schedule 3, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/), Stock Purchase Agreement (Nve Corp /New/)
Representations and Warranties True. Each of the ----------------------------------- representations and warranties of the Company contained in Section 3 2 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Homestore Com Inc), Stock Purchase Agreement (Homestore Com Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall have been true and correct in all material respects when made and shall be true and complete correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingClosing Date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Itec Environmental Group Inc), Common Stock Purchase Agreement (Itec Environmental Group Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the date hereof and on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wet Seal Inc), Subscription Agreement (Elite Pharmaceuticals Inc /De/)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true true, complete and complete correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Globecomm Systems Inc), Stock Purchase Agreement (Globecomm Systems Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall will be true and complete correct on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter, as amended through the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Intel Corp), Common Stock and Warrant Purchase Agreement (Xircom Inc)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Sports Group International Inc)
Representations and Warranties True. Each of the The representations and warranties of made by the Company contained in Section 3 shall be true and complete on and correct as of the Closing with the same force and effect as though such representations and warranties if they had been made on and as of the date of the ClosingClosing Date.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (United States Lime & Minerals Inc)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section Sections 3 and 5 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Series B Preferred Stock and Warrant Purchase Agreement (Nuko Information Systems Inc /Ca/)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, subject to the delivery of a Schedule of Exceptions updated through the Closing.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Chaparral Network Storage Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing date of the Disclosure Letter (as defined in Section 7(a) below) and on and as of the date of the Closing, except as set forth in the Disclosure Letter, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Stock and Warrant Purchase and Investor Rights Agreement (Intel Corp)
Representations and Warranties True. Each of the ----------------------------------- representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Salix Pharmaceuticals LTD)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the Second Closing with the same effect as though such representations and warranties had been made on and as of the date of the Second Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 4 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations and warranties of the Company and its subsidiaries contained in Section 3 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Solution Technology International Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall have been true and correct when made and shall be true and complete correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the date Closing Date (except for representations and warranties that speak as of the Closinga specific date, which representations and warranties shall be true and correct in all material respects as of such date).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Idera Pharmaceuticals, Inc.)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall will be true and complete correct on and as of the Closing date hereof and as of the date of the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing; provided, however, that such representations and warranties that speak as of a certain date shall be true and correct as of the specific date to which such representations and warranties refer.
Appears in 1 contract
Representations and Warranties True. Each of the -------------------------------------- representations and warranties of the Company contained in Section 3 qualified as to materiality shall be true and complete correct and those not so qualified shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct on and as of the First Closing with the same effect as though such representations and warranties had been made on and as of the date of the First Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations and warranties of the Company and its subsidiaries contained in Section 3 4 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Note Purchase Agreement (Solution Technology International Inc)
Representations and Warranties True. Each of the representations and ----------------------------------- warranties of the Company contained in Section 3 shall will be true and complete correct in all material respects on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter or the SEC Documents, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (CMG Information Services Inc)
Representations and Warranties True. Each of the representations and warranties of the Company Corporation contained in Section 3 shall be true and complete correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Able Telcom Holding Corp)
Representations and Warranties True. Each of the The representations and warranties of the Company contained in Section 3 shall will be true and complete correct in all material respects on and as of the date hereof and on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations ----------------------------------- and warranties of the Company contained in Section 3 shall will be true and complete correct on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter, as amended through the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Common Shares Purchase Agreement (Discreet Logic Inc)
Representations and Warranties True. Each of the The representations and warranties ------------------------------------ of the Company contained in Section 3 shall be true and complete correct on and as of the Initial Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the ClosingInitial Closing Date.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Chicago Pizza & Brewery Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall will be true and complete correct on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Intel Corp)
Representations and Warranties True. Each of the The representations and warranties of the Company contained set forth in Section 3 and of the Lenders set forth in Section 4 shall be true and complete on at and as of the Closing with the same force and effect as though such representations and warranties had been made on at and as of the date of the Closing.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Evolving Systems Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete correct in all material respects on and as of the Closing date hereof and on and as of the date of the Closing, except as set forth in the Disclosure Letter, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Securities Purchase and Investor Rights Agreement (Adept Technology Inc)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall will be true and complete correct in all material respects on and as of the Closing date hereof and on and as of the date of the Closing, with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 4 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
Samples: Unit Purchase Agreement (Tengtu International Corp)
Representations and Warranties True. Each of the The representations and warranties of made by the Company contained in Section 3 hereof shall be true and complete on and correct in all material respects as of the each Closing with the same effect as though such representations and warranties had been made on and as of the date of the ClosingDate.
Appears in 1 contract
Samples: Series a Convertible Participating Preferred Stock Purchase Agreement (Friendable, Inc.)
Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 and each of the representations and warranties of Xxxxxxx contained in Section 4 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
Appears in 1 contract
