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 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 Memorandum, 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; and the Company shall have performed all obligations and conditions herein required to be performed by it on or prior to the Closing Date.

Appears in 2 contracts

Sources: Note Purchase Agreement (Bell National Corp), Note Purchase Agreement (Ampersand Medical Corp)

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 Memorandum, the business, assets, financial condition and results of operations date of the Company shall not have been adversely affected in any material way prior to the Closing Date; Agreement 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 DateClosing, and a Certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to BD.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Aerogen Inc), Stock Purchase Agreement (Aerogen Inc)

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 Memorandum, 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; 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 Dateand a certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to the Purchaser.

Appears in 2 contracts

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

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 Memorandum, 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; 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 DateClosing, and a Certificate duly executed by an officer of the Company, to the effect of the foregoing, shall be delivered to PathoGenesis.

Appears in 1 contract

Sources: Stock Purchase Agreement (Aerogen Inc)

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 as of 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 MemorandumClosing, 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; 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 DateClosing.

Appears in 1 contract

Sources: Series a Preferred Stock Purchase Agreement (Cerus Corp)

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 Memorandum, 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; 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 DateClosing, and a Certificate duly executed by an officer of the Company. to the effect of the foregoing, shall be delivered to Pfizer.

Appears in 1 contract

Sources: Stock Purchase Agreement (Megabios Corp)

Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 (excepting Section 3.5(b)) 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; except as described in or contemplated by the Offering MemorandumClosing, 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; 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 DateClosing.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Concentric Network Corp)