Common use of Bringdown of Representations and Warranties Clause in Contracts

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. 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. 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 Forth 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 Third 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 Fourth 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 Third 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 (x) the Third Amended ▇▇▇▇▇▇ Note, the New ▇▇▇▇▇▇ Note and the New ▇▇▇▇▇ Note are in the substantially same form in all material respects and (y) the Third Amended and Restated Warrant, dated as of November 30, 2011, in favor of the Investor, the New ▇▇▇▇▇▇ Warrant and the New ▇▇▇▇▇ 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.