Warranties True. The representations and warranties of Purchaser contained herein shall have been true and correct in all respects on and as of the date of this Agreement; and, the representations and warranties of Purchaser contained herein shall be true and correct in all material respects on and as of the Closing (except in the case of any representation or warranty which itself is qualified by materiality or material adverse effect or material adverse change, which representation and warranty must be true and correct in all respects).
Warranties True. The warranties in Section 3 made by the Company shall be true and correct in all material respects (except for such warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Closing Date with the same effect as though such warranties had been made on and as of such date, except to the extent expressly made as of a specified date, which shall be true and correct as of such date.
Warranties True. The warranties in Section 4 made by Subscriber shall be true and correct in all material respects (except for such warranties that are qualified by materiality which shall be true and correct in all respects) on and as of the Closing with the same effect as though such warranties had been made on and as of the Closing.
Warranties True. The representations and warranties of the Sellers contained herein shall have been accurate, true and correct in all material respects (except in the case of any representation or warranty which itself is qualified by materiality, which representation and warranty must be accurate, true and correct in all respects) on and as of the date of this Agreement, and, except to the extent such representations and warranties specifically speak as of an earlier date, shall also be accurate, true and correct in all material respects on and as of the Closing Date.
Warranties True. The representations and warranties of Purchaser contained herein shall have been accurate, true and correct in all material respects (except in the case of any representation or warranty which itself is qualified by materiality, which representation and warranty must be accurate, true and correct in all respects) on and as of the date of this Agreement, and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made by Purchaser on and as of the Closing Date, except that with respect to accuracy as of the Closing Date, the representations and warranties in Section 4.3(b) shall be modified in that Purchaser may take the following actions prior to Closing: (i) issuance of up to 400 additional shares of Series D Convertible Preferred Stock, (ii) designation of up to 3,500 shares of Series E Preferred Stock, and issuance of up to 3,000 shares of Series E Preferred Stock and (iii) designation of 4,800 shares of Series F Preferred Stock, and of which actions, if taken, shall be deemed to modify the representations in Section 4.3(b) for purposes of satisfying this closing condition.
Warranties True. The representations and warranties of Marconi and each Seller contained in this Agreement and in any certificate delivered by Marconi or any Seller pursuant hereto (a) that are qualified by materiality or Business Material Adverse Effect shall be true at and as of the Closing Date as if made at and as of such date (except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, in which case such representation or warranty shall be true as of such date), and (b) that are not qualified by materiality or Business Material Adverse Effect shall be true in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, in which case such representation and warranty shall be true in all material respects as of such date).
Warranties True. The representations and warranties of Xxxxxxx and each Purchaser contained in this Agreement and in any certificate delivered by Xxxxxxx or any Purchaser pursuant hereto (a) that are qualified by materiality shall be true at and as of the Closing Date as if made at and as of such date (except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, in which case such representation or warranty shall be true as of such date), and (b) that are not qualified by materiality shall be true in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, in which case such representation and warranty shall be true in all material respects as of such date).
Warranties True. Each and every undertaking and obligation of the Seller under this Agreement shall be performed by the Seller timely when due; and that all representations and warranties of the Seller under this Agreement and its exhibits shall be true at the Closing as though they were made at the time of Closing.
Warranties True. The representations, warranties and assurances given by the Purchaser in Article 8 of this Agreement shall be true and correct on and as of the Completion Date.
Warranties True. (a) Other than with respect to the representations and warranties contained in Section 4.26, the representations and warranties of the Parent, the Seller and Marconi IP contained herein shall have been accurate, true and correct on and as of the date hereof, and, except to the extent that any such representation or warranty is made solely as of the date hereof or as of another date earlier than the Closing Date, shall also be accurate, true and correct on and as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to "materiality," "material adverse effect," or similar qualifying language set forth therein), except to the extent that any breach (in the aggregate with all other such breaches) does not constitute a Business Material Adverse Effect or a Seller Material Adverse Effect.
