Representations and Warranties of the Company Covenants of the Company. A. Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory Authority (“FINRA”) member firm participating in the Placement among the Company’s officers, directors or, to the knowledge of the Company, any ten percent (10.0%) or greater stockholder of the Company.
Representations and Warranties of the Company Covenants of the Company. (A) Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the date of the sale of the Placement Agent Securities (the “Closing Date”), hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any Financial Industry Regulatory Authority (“FINRA”) member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder of the Company, except as set forth in the Purchase Agreement.
Representations and Warranties of the Company Covenants of the Company. The representations and warranties of the Company contained in Section 3.3 hereof shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company in Section 3.3(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct as of such specified date); and the Company shall have performed, satisfied and complied in all material respects with the covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date (including providing all deliverables as required pursuant to Section 2.3(b)(iv) hereof and, if applicable, providing all deliverables as required pursuant to Section 2.4(c)(iii) hereof).
Representations and Warranties of the Company Covenants of the Company. The Company represents and warrants that the representations and warranties contained in the Loan Agreement are true and correct as of the date of this Amendment. The Company represents and warrants that the Company has complied in all material respects with the covenants contained in the Loan Agreement as of the date of this Amendment.
Representations and Warranties of the Company Covenants of the Company. A. Representations of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:
Representations and Warranties of the Company Covenants of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:
Representations and Warranties of the Company Covenants of the Company. A. Representations and Warranties of the Company. The Company represents and warrants that:
Representations and Warranties of the Company Covenants of the Company. The representations and warranties of Company contained in this Agreement (except as affected by the transactions contemplated in this Agreement) that are qualified as to materiality shall be true and correct and the representations and warranties of the Company set forth in this Agreement and that are not so qualified shall be true and correct in all material respects, in each case on the date of this Agreement (except to the extent cured prior to the Closing Date) and on the Closing Date as though made again on the Closing Date, except to the extent such representations and warranties are given as of a particular date and relate solely to a particular date or period; provided, however, that this condition precedent shall be deemed to have been satisfied if the failure of any such representations and warranties (without giving effect to any qualifications as to materiality, “Material Adverse Effect” or similar terms and phrases contained therein) to be true and correct individually or in the aggregate has not resulted in or constituted, and would not reasonably be expected to have, a Material Adverse Effect. The Company shall have complied in all respects with all agreements, covenants and obligations contained in this Agreement to be performed by it prior to Closing, except in the case of Sections 5.2, 5.3, 5.11, 5.13, and 5.17 in which case it shall have complied in all material respects.
Representations and Warranties of the Company Covenants of the Company. The representations and warranties of the Company contained in this Agreement (except as affected by the transactions contemplated in this Agreement) that are qualified as to materiality shall be true and correct and the representations and warranties of the Company set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on the date of this Agreement (except to the extent cured prior to the Closing Date) and on the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are given as of a particular date and relate solely to a particular date or period; and the Company shall have complied in all material respects with all covenants contained in this Agreement to be performed by them prior to Closing.
Representations and Warranties of the Company Covenants of the Company. The representations and warranties of the Company contained in this Agreement shall be true and correct at, and as of, the date of this Agreement and at, and as of, the Closing Date, except as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof, and the Company and each of the Shareholders shall have performed and satisfied in all material respects all agreements, covenants and obligations required hereby to be performed by each of them prior to or on the Closing Date.
