Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 27 contracts
Samples: Escrow Agreement (Bond Laboratories, Inc.), Series B Preferred Stock (Bond Laboratories, Inc.), Securities Purchase Agreement (Ambient Corp /Ny)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the each Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Ambient Corp /Ny), Note Purchase Agreement (Dirt Motor Sports, Inc.), Note and Warrant Purchase Agreement (Technoconcepts, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the applicable Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 5 contracts
Samples: Series B Preferred Stock Purchase Agreement (Glowpoint Inc), Convertible Preferred Stock and Warrant (AzurRx BioPharma, Inc.), Series B Preferred (Glowpoint Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the such Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 5 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Gulfstream International Group Inc), Purchase Agreement (Gulfstream International Group Inc), Purchase Agreement (Gulfstream International Group Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement Agreement, the schedules referenced herein and attached hereto, and the other Transaction Documents 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 in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 4 contracts
Samples: Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Common Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Purchaser (Echo Therapeutics, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 3 contracts
Samples: Share Purchase Agreement (Modsys International LTD), Share Purchase Agreement (Modsys International LTD), Share Purchase Agreement (Modsys International LTD)
Accuracy of the Company’s Representations and Warranties. Each of the The representations and warranties of the Company contained in this Agreement (i) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and the other Transaction Documents correct in all material respects when made and shall be true and correct in all material respects (as of the applicable Fixed Request Exercise Date and the applicable Settlement Date with the same force and effect as if made on such dates, except for those to the extent such representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that timeanother date, except for in which case, such representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such other date and (except for those representations and warranties ii) that are qualified by materiality “materiality” or Material Adverse Effect, which shall be true and correct in all respects) as of such date.“Material
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Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which shall be true and correct in all respects) as of such date.
Appears in 1 contract
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the Third Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (BBN Global Consulting, Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the First Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (BBN Global Consulting, Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the such Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.. 24
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the Second Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (BBN Global Consulting, Inc)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company and the Shareholders in this Agreement and the other Transaction Documents 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 in all respects) as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which 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 in all respects) as of such date.
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