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 2 shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.

Appears in 13 contracts

Samples: Common Stock and Warrant Purchase Agreement (EVINE Live Inc.), Convertible Note Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.), Convertible Note and Warrant Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

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Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company contained in Section 2 this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all respects on as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date, and on or before the Closing Date the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 6 contracts

Samples: Exchange Agreement (Nektar Therapeutics), Exchange Agreement (Nektar Therapeutics), Exchange Agreement (Nektar Therapeutics)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 3 hereof shall be true and correct in all respects on as of the Closing Date with the same force and effect as if they had been made on and as of said such date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchaserssuch date.

Appears in 6 contracts

Samples: Stock and Warrant Purchase Agreement (Inphonic Inc), Convertible Preferred Stock and Warrant Purchase (Inphonic Inc), Preferred Stock Purchase Agreement (Inphonic Inc)

Representations and Warranties True; Performance of Obligations. The Each of the representations and warranties made by of the Company in Section 2 contained herein shall be true and correct correct, in all respects on the Closing Date with the same force and effect as if they had been made material respects, on and as of said date and the Closing Date. The Company shall have performed and complied complied, in all material respects, with all obligations the covenants and conditions herein provisions of this Agreement required to be performed or complied with by it on at or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersDate.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Careside Inc), Securities Purchase Agreement (Accesspoint Corp /Nv/)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Nektar Therapeutics), Common Stock Purchase Agreement (Inhale Therapeutic Systems Inc), Common Stock Purchase Agreement (Inhale Therapeutic Systems Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Talon Real Estate Holding Corp.), Common Stock Purchase Agreement (Talon Real Estate Holding Corp.), Common Stock Purchase Agreement (Talon Real Estate Holding Corp.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersPurchasers at the Initial Closing.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Magnegas Corp), Common Stock and Warrant Purchase Agreement (Magnegas Corp)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on as of the Closing Date Closing, with the same force and effect as if they had been made on and as of said date the applicable closing date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Avatech Solutions Inc), Preferred Stock Purchase Agreement (Avatech Solutions Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock Purchase Agreement (Drone Aviation Holding Corp.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all respects on material respects, except for representations and warranties that are qualified as to materiality or Material Adverse Effect 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 on and as of said date the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 3 hereof shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersPurchaser.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Hollis Eden Pharmaceuticals Inc /De/), Stock Purchase Agreement (Inhale Therapeutic Systems Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing in all material respects and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersInvestors.

Appears in 1 contract

Samples: Exchange Agreement (Flotek Industries Inc/Cn/)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all respects on the applicable Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the each Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all respects on as of the date of Closing Date with the same force and effect as if they had been made on and as of said date the Closing, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Series E Preferred Stock and Warrant Purchase Agreement (Micrus Corp)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 3 hereof shall be true and correct in all respects on as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (Spirent PLC)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 and the Shareholder herein shall be true and correct in all material respects on as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date, and the Company and the Shareholder shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (Auriga Laboratories, Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Accelerize Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on (without duplication of any materiality qualifiers contained therein) as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Intercreditor Agreement (Syncardia Systems Inc)

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Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all respects on the Closing Date date of such Closing, with the same force and effect as if they had been made on and as of said date date; the business and assets of the Company shall not have been adversely affected in any material way prior to such Closing, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchaserssuch Closing.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Disc Inc/Ca)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersPurchasers in the Initial Closing.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Location Based Technologies, Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 3 hereof shall be true and correct in all material respects on the Second Closing Date with the same force and effect as if they had been made on and as of said date and the date. The Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Second Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersDate.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sugen Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchasers.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Pw Eagle Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 3.1 hereof shall be true and correct in all respects on as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and Closing. The Company shall have delivered to the Investor a certificate certificate, duly executed by an officer its Chief Executive Officer, attesting to the satisfaction of the Company, to the effect of the foregoing, shall be delivered to the Purchasersforegoing conditions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Advaxis, Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersPurchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (EVINE Live Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on as of the Closing Date or the Additional Share Closing, as applicable, with the same force and effect as if they had been made on and as of said date the Closing Date or the Additional Share Closing Date, as applicable, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of or the CompanyAdditional Share Closing, to the effect of the foregoing, shall be delivered to the Purchasersas applicable.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Avatech Solutions Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on as of the Closing Date with the same force and effect as if they had been made on and as of said date the Closing Date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersInitial Closing.

Appears in 1 contract

Samples: Stock Issuance Agreement (Inmune Bio, Inc.)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersEnzon.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Inhale Therapeutic Systems Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects on at the Closing Date with the same force and effect as if they had been made on and as of said date date, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amdl Inc)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date correct, and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied with observed by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the PurchasersClosing.

Appears in 1 contract

Samples: Investment Agreement (Mauna Kea Enterprises Inc)

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