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 respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the 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 Closing Date, (except in each case, for those representations and warranties that address matters only as of a particular datequalified 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 have been true and correct in all respects as of such date), and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing Dateit.

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, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing DateClosing.

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 on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular said date, which shall be true and correct in all respects as of such date, and the . The Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the 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 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, ; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the 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 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 and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the . The Company shall have performed all of its obligations and conditions herein under this Agreement that are required to be performed or observed by it at or prior to the Closing DateClosing.

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 respects as of the date of such Closing Date, except in each case, for those representations with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as the date of such dateClosing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed in all material respects, all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Dateand 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateInitial 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, except in each case, for those representations Date with the same force and warranties that address matters only effect as of a particular date, which shall be true and correct in all respects if they had been made as of such dateClosing Date, and the Company shall have performed and complied with all agreements, obligations and conditions herein required to be performed or observed complied with by it at on or prior to the Closing Datesuch 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 respects as of the Initial Closing Dateor the Subsequent Closing, except in each caseas applicable, for those representations with the same force and warranties that address matters only effect as of a particular date, which shall be true and correct in all respects if they had been made as of such date, date and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to such date; provided, however, the Closing DateCompany 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 and correct in all material respects at the Closing 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 Closing DatePlacement Memorandum, except the business, assets, financial condition and results of operations of the Company shall not have been adversely affected in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and any material way prior to the Closing. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed in all material respects, all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing, 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 respects as of the Supplemental Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, Date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it at the Company on or prior to the Closing DateSupplemental 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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as the Closing Date (giving full effect to the Updated Schedule of such dateExceptions), and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Dateand 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 respects as of the First Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, Date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it at the Company on or prior to the Closing DateFirst 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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing Date.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 the Initial Closing Date, except in each case, for those representations with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Initial Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateInitial 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 respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all material respects as of such dateClosing with the same force and effect as if they had been made as of such Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch 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 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, ; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing 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, except (without giving effect to any materiality or similar qualifications contained in each case, for those such representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such datewarranties), and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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 and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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

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 respects as of the First Closing Date, except in each case, for those representations Date with the same force and warranties that address matters only effect as of a particular date, which shall be true and correct in all respects if they had been made as of such date, date and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have duly performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateInitial 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have duly performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateSubsequent 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, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Date.

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 respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Date.Closing. 4.2

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, (except in each case, for those that any representations and warranties that address matters only as of a particular datewhich are qualified with respect to materiality, which material adverse effect or similar language shall be true and correct in all respects respects) as of such datethe Effective Date with the same force and effect as if they had been made as of the Effective Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateInitial 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Dateapplicable 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, Second Closing Dateor Third Closing, except in each caseas applicable, for those representations with the same force and warranties that address matters only effect as of a particular date, which shall be true and correct in all respects if they had been made as of such dateClosing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch 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 on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, said date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or observed complied with by it at on or prior to the Closing DateClosing.

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 respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such dateClosing Date with the same force and effect as if they had been made as of such Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch 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, (except in each case, for those that any representations and warranties that address matters only as of a particular datewhich are qualified with respect to materiality, which material adverse effect or similar language shall be true and correct in all respects respects) as of such datethe Effective Date with the same force and effect as if they had been made as of the Effective Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, (except in each case, for those such representations and warranties that address matters only are qualified as of a particular dateto materiality, material adverse effect or material adverse change which shall be true and correct in all respects respects) as of such datethe Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Date.

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

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 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Dateapplicable Closing.

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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall will have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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 respects as of the Closing Date, except in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateClosing.

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, (except in each case, for those such representations and warranties that address matters only are qualified as of a particular dateto materiality, material adverse effect or material adverse change which shall be true and correct in all respects respects)as of the Closing Date with the same force and effect as if they had been made as of such datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing 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, (except in each case, for those representations and warranties that address matters only as of a particular datesubject to "materiality" qualifiers, which shall be true true, complete and correct in all respects respects) as of such datethe date hereof, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datedate hereof.

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 respects as of such Closing Date with the same force and effect as if they had been made as of such Closing Date, except in each caseprovided, for those however, that if the Company shall have delivered to the Purchaser a Schedule of Exceptions to any such representations and warranties that address matters only as of a particular datewarranties, which the Purchaser, shall be true and correct have found all such exceptions acceptable in all respects as of such date, and the its reasonable discretion. The Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch 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, except in each case, for those representations Date with the same force and warranties that address matters only effect as if they had been made as of a particular date, which shall be true and correct in all respects as of such datethe Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Date.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 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 in each case, for those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of such date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing DateConversion 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, except in each case, for those representations with the same force and warranties that address matters only effect as of a particular date, which shall be true and correct in all respects if they had been made as of such dateClosing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at on or prior to the Closing Datesuch Closing.