Representations and Warranties of Platinum. Platinum makes the following representations and warranties to the Company:
Representations and Warranties of Platinum. 4 Section 3.2 Representations, Warranties and Covenants of the Company 5 Article 4 – Conditions Precedent 15 Section 4.1 Conditions Precedent to the Delivery of Exchange Note and Exchange Warrant 15 Section 4.2 Conditions Precedent to Delivery of Investment Notes and Investment Warrants 16 Section 4.3 Conditions Precedent to Delivery of Existing Notes 16 Section 4.4 Conditions Precedent to Making Investments 18 Article 5 – Events of Default 20 Section 5.1 Events of Default 20 Section 5.2 Effect of Event of Default 20 Section 5.3 No Limitation 20 Article 6 – Miscellaneous 20 Section 6.1 Governing Law; Consent to Jurisdiction 20 Section 6.2 Notices 21 Section 6.3 Disclosure of Transaction 21 Section 6.4 Entire Agreement 22 Section 6.5 Amendments 22 Section 6.6 Counterparts 22 Section 6.7 Assignments; Successors and Assigns 22 NOTE EXCHANGE AND PURCHASE AGREEMENT This Note Exchange and Purchase Agreement (as amended, restated, supplemented or otherwise modified, this “Agreement”) is dated as of October 11, 2012 by and between VISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Company”), and PLATINUM LONG TERM GROWTH VII, LLC, a Delaware limited liability company (“Platinum”).
Representations and Warranties of Platinum. 4 2.1 Organization and Good Standing; Governing Documents............................... 4 2.2 Authority......................................................................... 4 2.3 No Conflict or Breach............................................................. 5 2.4 Consents and Approvals............................................................ 5 2.5 Capitalization.................................................................... 5 2.6
Representations and Warranties of Platinum. Platinum and Platinum Holding, acknowledging that Blue Rhino and Acquisition Sub are executing this Agreement and consummating the Merger in reliance thereon, represents and warrants to Blue Rhino and Acquisition Sub as follows:
Representations and Warranties of Platinum. Platinum represents and warrants to NorthTech that:
Representations and Warranties of Platinum. As an inducement to Black Box to enter into this Agreement and to consummate the transactions contemplated hereby, Platinum represents and warrants to Black Box as hereafter set forth in this Article 4, and acknowledges that Black Box is relying upon such representations and warranties contained in this Article 4 as being true and correct, provided, that any exceptions to such representations and warranties shall be set forth on a corresponding disclosure schedule attached hereto (each, a “Schedule” and, collectively, the Schedules). The Schedules are numbered to correspond to the various Sections of this Agreement and no disclosure made in any particular Schedule shall be deemed made in any other Schedule, unless expressly made therein, or deemed to apply to any other Section of this Agreement.
