Bringdown of Representations and Warranties Clause Samples

Bringdown of Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Safeguard shall have received a certificate, signed by an executive officer of the Company, to such effect.

Bringdown of Representations and Warranties. Borrowers represent and warrant to Bank the continued accuracy and completeness, as of the date hereof, of all representations made in the Loan Documents taking into account this Amendment constituting one of the Loan Documents.

Bringdown of Representations and Warranties. The representations and warranties of the Shareholders contained in this Agreement shall be true and correct in all material respects on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Purchaser shall have received a certificate to such effect as to the representations and warranties contained in Article 3 of this Agreement signed by an officer of Executive and the Shareholder Representative in form reasonably acceptable to Purchaser.

Bringdown of Representations and Warranties. The Company hereby represents and warrants to, and as applicable covenants with, the Investor and the New Lender, as of the date hereof, as set forth in Article III and Article V of that certain Securities Purchase Agreement, dated as of October 5, 2011, between the Company and the New Lender, applied mutatis mutandis; provided that, for purposes of the foregoing and for the avoidance of doubt: a. references to the term “Transaction Documents” therein shall be deemed to refer to (i) this Amendment, (ii) the Second Amended and Restated Secured Convertible Promissory Note, dated as of the date hereof, by the Company in favor of the Investor (the “New ▇▇▇▇▇▇ Note”), (iii) the Second Amended and Restated Secured Convertible Promissory Note, dated as of the date hereof, by the Company in favor of the New Lender (the “New ▇▇▇▇▇ Note”), (iv) the Second Amended and Restated Warrant, dated as of the date hereof, by the Company in favor of the Investor (the “New ▇▇▇▇▇▇ Warrant”), and (v) the Second Amended and Restated Warrant, dated as of the date hereof, by the Company in favor of the New Lender (the “New ▇▇▇▇▇ Warrant”); b. references to the term “Effective Date” therein shall be deemed to refer to the date hereof; c. references to the term “Warrant” therein shall be deemed to refer to the New ▇▇▇▇▇▇ Warrant and the New ▇▇▇▇▇ Warrant; d. references to the term “Securities” therein shall be deemed to refer to (i) the New ▇▇▇▇▇▇ Note, (ii) the New ▇▇▇▇▇ Note, (iii) the New ▇▇▇▇▇▇ Warrant, (iv) the New ▇▇▇▇▇ Warrant, (v) the securities into which any of the New ▇▇▇▇▇▇ Note and the New ▇▇▇▇▇ Note is convertible (and any securities issuable upon the conversion or exercise thereof), and (vi) the shares of common stock of the Company into which the New ▇▇▇▇▇▇ Warrant and the New ▇▇▇▇▇ Warrant are exercisable; and e. references to the term “Investor” therein shall be deemed to refer to both the Investor and the New Lender. The Company hereby further represents and warrants that the New ▇▇▇▇▇▇ Note and the ▇▇▇▇▇ Note are in the substantially same form in all material respects and the New ▇▇▇▇▇▇ Warrant and the ▇▇▇▇▇ Warrant are in the substantially same form in all material respects, in each case, except with respect to the principal amount lent to the Company.

Bringdown of Representations and Warranties. Subject to the next sentence of this Section 6.2(a), the representations and warranties of Purchaser contained in Article IV shall be true and correct as of the Initial Closing Date, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such date (unless such representations and warranties are, in accordance with their terms, made only at a stated date (without giving effect to the date references in the preamble to Article IV), in which case such representations and warranties shall have been true and correct as of the date originally made). For purposes of this Section 6.2(a), (i) all representations and warranties of Purchaser contained in Article IV which are qualified as to "materiality" or a "Material Adverse Effect" shall be true in all respects, and those not so qualified shall be true and correct in all material respects, and (ii) Purchaser's Disclosure Schedule shall be deemed to be updated to the extent provided in Section 5.7 for purposes of determining whether any representations or warranties are true and correct. Seller shall have received a certificate, dated the Initial Closing Date, with respect to the matters covered by this Section 6.2(a), signed by a duly authorized officer of Purchaser.

Bringdown of Representations and Warranties. The representations and warranties contained in Section 2.1 of the Credit Agreement (other than Section 2.1(l) thereof which is intended to apply only as of the “Amendment Effective Date” as defined in the Credit Agreement) are true and correct in all material respects with the same effect as if made as of the date hereof. The representations and warranties set out in this Amending Agreement shall survive the execution and delivery of this Amending Agreement and the making of each Drawdown until the Amended Credit Agreement has been terminated.

Bringdown of Representations and Warranties. The representations and warranties of Buyer contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects, and the representations of Buyer set forth in this Agreement that are qualified by materiality shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time and Buyer shall have delivered to the Sellers a certificate, signed by its President or a Vice President, to such effect. 41

Bringdown of Representations and Warranties. The Bank's representations and warranties contained in this Agreement remain true and correct as of the Closing as though made at and as of the Closing, excepting only representations and warranties which speak (other than in the preamble to Article III) expressly as of an earlier specified date.

Bringdown of Representations and Warranties. For each Party, each of the representations and warranties set forth in Article 8 shall be true, accurate and correct at the Effective Date with the same effect as though made at and as of such time.