Common use of Representations and Warranties True; Performance of Obligations Clause in Contracts

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except in each case, for those representations made and warranties that address matters only as of a specific particular date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on at or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except for representations made as of a specific said date, which shall be true and correct in all material respects as of such date, and the . The Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 2 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except in each case, for those representations made and warranties that address matters only as of a specific particular date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on at or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the . The Company shall have performed or complied with all of its obligations and conditions herein under this Agreement that are required to be performed or complied with by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of said date; except as described in or contemplated by the Offering Materials, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, ; and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be have been true and correct as of the date hereof and true and correct in all material respects as of the Closing Date with the same force (without giving effect to any materiality or similar qualifications contained in such representations and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such datewarranties), and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, ; and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such dateClosing, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the such Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of said date; except as described in or contemplated by the Private Placement Materials, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, ; and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as Date (giving full effect to the Updated Schedule of a specific date, which shall be true and correct in all material respects as of such dateExceptions), and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the ClosingClosing and Purchaser shall receive a certificate from the Chief Executive Officer of the Company acknowledging such.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Initial Closing Date with the same force and effect as if they had been made as of the Initial Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Initial Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with in all material respects, all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing, including but not limited to those set forth in Section 5 above.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the First Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or and complied with all obligations and conditions herein required to be performed or complied with by it the Company on or prior to the First Closing, and there shall be no ongoing Event of Default, as defined in the form of Note.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, (except for representations and warranties qualified by materiality or material adverse effect, which shall be true and correct) at the date of Closing (other than representations and warranties made as of a specific date, which shall be have been true and correct in all material respects as of such date), and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closingit.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with in all material respects, all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof that are qualified by materiality or Material Adverse Effect shall be true and correct and those not so qualified shall be true and correct in all material respects in each case as of the Closing Date with the same force and effect as if they had been made as of the such Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or and complied with all agreements, obligations and conditions herein required to be performed or complied with by it on or prior to the such Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Initial Closing Date Date, with the same force and effect as if they had been made as of the Initial Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Initial Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing.all

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of said date; except as described in or contemplated by the Offering Memorandum, the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in any material way prior to the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, ; and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof together with the Schedule of Exceptions shall be true and correct in all material respects as of the date of such Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as date of such dateClosing, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the ClosingClosing and Purchaser shall receive a certificate from the Chief Executive Officer of the Company acknowledging such.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Supplemental Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or and complied with all obligations and conditions herein required to be performed or complied with by it the Company on or prior to the Supplemental Closing, and there shall be no ongoing Event of Default, as defined in the form of Note.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Initial Closing Date or the Subsequent Closing, as applicable, with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, date and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to such date; provided, however, the Company shall provide an updated Schedule of Exceptions to the representations and warranties made by the Company in Section 3 hereof at the Subsequent Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects on and as of the Subsequent Closing Date with the same force and effect as if they had been made on and as of the Subsequent Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have duly performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Subsequent Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and -6- 9 correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with in all material respects all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except for representations made as of a specific said date, which shall be true and correct in all material respects as of such date, ; and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which representations and warranties shall be true in all respects) as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the First Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, date and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closingsuch date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the First Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except for representations made as of a specific said date, which shall be true and correct in all material respects as of such date, and the . The Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the ClosingFirst Closing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the applicable Closing Date with the same force and effect as if they had been made as of the applicable Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the applicable Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the applicable Closing Date with the same force and effect as if they had been made as of the applicable Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the applicable Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true true, complete and correct in all material respects on and as of the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have duly performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Initial Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except that any representations and warranties which are qualified with respect to materiality, material adverse effect or similar language shall be true and correct in all respects) as of the Closing Effective Date with the same force and effect as if they had been made as of the Closing Effective Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of at the Closing Date with the same force and effect as if they had been made on and as of said date. Except as described in or contemplated in the Closing DatePlacement Memorandum, except for representations made as the business, assets, financial condition and results of a specific date, which operations of the Company shall be true and correct not have been adversely affected in any material way prior to the Closing. The Company shall have performed in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall --------- be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the such Closing Date, except for representations made as of a specific dateprovided, which shall be true and correct in all material respects as of such datehowever, and that if the Company shall have delivered to the Purchaser a Schedule of Exceptions to any such representations and warranties, the Purchaser, shall have found all such exceptions acceptable in its reasonable discretion. The Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the such Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 4 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except in each case, for those representations made and warranties that address matters only as of a specific particular date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on at or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality, material adverse effect or material adverse change which shall be true and correct in all respects)as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or and complied with all obligations and conditions herein required to be performed or complied with by it on or the Company prior to the Closing.. Legal Investment. On the Closing Date, the sale and issuance of the Shares and the Debentures and the proposed issuance of the Debenture Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject. Consents,

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company Company, Xxxxxx, Xxxxx and Xxxxxxx in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.. 4.2

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall will be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall will have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, said date and the Company shall have performed or and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the such Closing Date with the same force and effect as if they had been made as of the such Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the such Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Conversion Closing Date with the same force and effect as if they had been made as of the Conversion Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Conversion Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing.. Company Initials_____ Purchaser Initials_____

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except that any representations and warranties which are qualified with respect to materiality, material adverse effect or similar language shall be true and correct in all respects) as of the Closing Effective Date with the same force and effect as if they had been made as of the Closing Effective Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Initial Closing.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except for such representations and warranties that are qualified as to materiality, material adverse effect or material adverse change which shall be true and correct in all respects) as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, except for representations made as of a specific date, which shall be true and correct in all material respects as of such date, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the ClosingClosing Date.

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be are true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, (except for representations made as of a specific dateand warranties subject to “materiality” qualifiers, which shall be true true, complete and correct in all material respects respects) as of such datethe date hereof, and the Company shall have performed or complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closingdate hereof.