Representations and Warranties Correct. 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.
Appears in 12 contracts
Sources: Securities Purchase Agreement (FCCC Inc), Series I Preferred Stock Purchase Agreement (Oxis International Inc), Series I Preferred Stock Purchase Agreement (Oxis International Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.
Appears in 11 contracts
Sources: Securities Purchase Agreement (Homeseekers Com Inc), Series C Preferred Stock Purchase Agreement (Healtheon Corp), Series C Preferred Stock Purchase Agreement (Healtheon Corp)
Representations and Warranties Correct. 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 Datedate of the Closing.
Appears in 10 contracts
Sources: Common Stock Purchase Agreement (Edgetech Services Inc), Common Stock and Warrant Purchase Agreement (O2diesel Corp), Common Stock and Warrant Purchase Agreement (O2diesel Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and 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.
Appears in 8 contracts
Sources: Securities Purchase Agreement (First Virtual Holding Inc), Series a Preferred Stock Purchase Agreement (First Virtual Holding Inc), Series D Preferred Stock Purchase Agreement (First Virtual Holding Inc)
Representations and Warranties Correct. 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.
Appears in 6 contracts
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Cais Internet Inc), Series G Preferred Stock Purchase Agreement (Cais Internet Inc), Series a Preferred Stock Purchase Agreement (Genesys Telecommunications Laboratories Inc)
Representations and Warranties Correct. 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 DateDate with the same effect as though such representations and warranties had been made on the Closing Date except to the extent any such representation specifically references an earlier date.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Syntroleum Corp), Stock Purchase Agreement (Syntroleum Corp), Securities Purchase Agreement (Syntroleum Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of when made, and 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.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Cryocon Inc), Securities Purchase Agreement (Cryocon Inc), Securities Purchase Agreement (Cryocon Inc)
Representations and Warranties Correct. 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 DateClosing.
Appears in 4 contracts
Sources: Series a Preferred Stock Purchase Agreement (Spectrx Inc), Research & Development and License Agreement (Spectrx Inc), Series C Preferred Stock Purchase Agreement (Spectrx Inc)
Representations and Warranties Correct. 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.
Appears in 4 contracts
Sources: Debenture Purchase Agreement, Debenture Purchase Agreement (Wilshire Financial Services Group Inc), Stock Purchase Agreement (First Community Bancorp /Ca/)
Representations and Warranties Correct. The representations and warranties made by the Company in Section pursuant to Article 3 hereof shall be true and correct in all material respects as of the Closing Date.
Appears in 4 contracts
Sources: Preferred Membership Unit Purchase Agreement, Membership Unit Purchase Agreement (FVA Ventures, Inc.), Membership Unit Purchase Agreement (FVA Ventures, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 III hereof shall be true and correct in all material respects as of the Closing DateClosing.
Appears in 3 contracts
Sources: Series D Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC), Series E Non Voting Preferred Stock and Warrant Purchase Agreement (Technology Crossover Management Iv LLC), Series C Preferred Stock Purchase Agreement (Technology Crossover Management Iv LLC)
Representations and Warranties Correct. The representations and warranties made by the Company in Section pursuant to Article 3 hereof shall be true and correct in all material respects when made and shall be true and correct as of the Closing Date.
Appears in 3 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc), Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc), Series D Preferred Stock Purchase Agreement (Mobinetix Systems Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct in all material respects as of the Closing Date.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Spacedev, Inc.), Stock Purchase Agreement (Spacedev Inc), Stock Purchase Agreement (Spacedev, Inc.)
Representations and Warranties Correct. 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 DateDate as if made on such date.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (Probusiness Services Inc), Convertible Preferred Stock Purchase Agreement (General Atlantic Partners LLC)
Representations and Warranties Correct. The representations and warranties made by the Company and Subsidiary in Section 3 hereof hereof, as qualified by the Disclosure Schedules, shall be true and correct in all material respects as of when made, and shall be true and correct in all respects on the Closing Date.
Appears in 2 contracts
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Softlock Com Inc), Series a Preferred Stock Purchase Agreement (Softlock Com Inc)
Representations and Warranties Correct. The representations Each representation and warranties warranty made by the Company in Section 3 hereof shall be true and correct in all material respects as of when made and on the Closing Date.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Aether Systems Inc), Series B Preferred Stock Purchase Agreement (Aether Systems LLC)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as when made, and shall be true and correct in all respects on the Closing Date and with respect thereto, after giving effect to the sale and issuance of the Closing DateShares and the Warrants at the Closing.
Appears in 2 contracts
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Visalia Trust), Series a Preferred Stock and Warrant Purchase Agreement (Telantis Venture Partners v Inc)
Representations and Warranties Correct. The representations and -------------------------------------- warranties made by the Company in Section 3 hereof by the Company shall be true and correct in all material respects as of the Closing Datedate of the Closing.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Petsmart Com Inc), Preferred Stock Purchase Agreement (Petsmart Com Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of when made and shall be true and correct on the Closing Date.
Appears in 2 contracts
Sources: Convertible Debenture Purchase Agreement (Cannondale Corp /), Convertible Debenture Purchase Agreement (Cannondale Corp /)
Representations and Warranties Correct. The representations and warranties made by the Company in Section Article 3 hereof above shall be true and correct in all material respects as of the Closing Date.
Appears in 2 contracts
Sources: Note Purchase Agreement (Redgate Media Group), Note Purchase Agreement (Redgate Media Group)
Representations and Warranties Correct. 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 Datedate of the Closing.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (SuccessFactors, Inc.), Series E Preferred Stock Purchase Agreement (SuccessFactors, Inc.)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true true, correct and complete when made, and shall be true, correct in all material respects and complete on the Closing Date with same force and effect as if made on and as of the Closing Date.
Appears in 1 contract
Sources: Series F Preferred Stock and Warrant Purchase Agreement (Phoenix Network Inc)
Representations and Warranties Correct. The representations and warranties made by of the Company in Section 3 Article III hereof shall be true and correct on and as of the date hereof, and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if they had been made on and as of the Closing Date.
Appears in 1 contract
Sources: Securities Purchase Agreement (Fs Private Investments LLC)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct in all material respects as of on the Closing Date and Second Closing Date, as applicable.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Texas Biotechnology Corp /De/)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 Article III hereof shall be true true, correct and correct in all material respects as of complete when made and upon the Closing Date.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Tanisys Technology Inc)
Representations and Warranties Correct. 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 Datedate of the Initial Closing.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (SuccessFactors, Inc.)
Representations and Warranties Correct. 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 Datesuch Closing.
Appears in 1 contract
Sources: Securities Purchase Agreement (Trimark Holdings Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and 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 the Second Closing Date. The Company shall have performed in all material respects all obligations and conditions in this Agreement required to be performed or observed by it on or prior to the Second Closing.
Appears in 1 contract
Sources: Stock and Convertible Note Purchase Agreement (Macrovision Corp)
Representations and Warranties Correct. 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.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Firstworld Communications Inc)
Representations and Warranties Correct. 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 DateFirst Closing.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct on the Closing Date in all material respects with the same force and effect as if they had been made on and as of the Closing Datesaid date.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Axys Pharmecueticals Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as when made, and shall be true and correct in all respects on the Closing Date and with respect thereto, after giving effect to the sale and issuance of the Closing DateShares at the Closing.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Cellomics Inc)
Representations and Warranties Correct. 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 representations and warranties that are qualified as to materiality, which shall be true and correct as of the Closing Date.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Participate Com Inc)
Representations and Warranties Correct. 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 Datesaid date.
Appears in 1 contract
Sources: Securities Exchange Agreement (Sanctuary Woods Multimedia Corp)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof by the Company shall be true and correct in all material respects as of the Closing DateClosing.
Appears in 1 contract
Sources: Series F Preferred Stock Issuance and Contribution Agreement (Petsmart Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date in all material respects as of and the Buyer shall have received on the Closing DateDate a certificate from the Seller in the form of Exhibit 5.1 hereto, stating that all such representations and warranties are true and correct on the Closing Date in all material respects.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the date of the Closing Dateat which the Purchaser consummates its purchase of Shares hereunder.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Quality Care Solutions Inc)
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct where made and shall be true and correct in all material respects requests on the Closing Date with the same force and effect as if they had been made on and as of the Closing Datesaid date.
Appears in 1 contract
Representations and Warranties Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and 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 Closing Dateforegoing shall be certified in writing by an executive officer of the Company.
Appears in 1 contract
Sources: Common Stock Subscription Agreement (3dx Technologies Inc)
Representations and Warranties Correct. 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.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (MultiCell Technologies, Inc.)
Representations and Warranties Correct. 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 DateDate and the Company shall have performed all obligations and conditions required to be performed or observed by it on or prior to the Closing Date and all documents incident thereto shall be satisfactory in form and content to the Investors and special counsel to the Investors.
Appears in 1 contract