The Company hereby represents and warrants to the Employee that # the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and # upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

Accuracy of Representations and Warranties. All representations and warranties made by the Company or HoldCo shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), would not have a Company Material Adverse Effect.

Accuracy of Representations and Warranties. Each of the representations and warranties of the Purchaser set forth in Article 5 hereof shall be true and correct in all material respects (without giving effect to such materiality qualifier to the extent such representation or warranty is already qualified as to “material”, “materiality” or “Material Adverse Effect”) as of the date of this Agreement and as of the Initial Closing Date (except to the extent that such representation or warranty speaks to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).

Accuracy of Representations and Warranties. Each of the representations and warranties of the Purchaser set forth in Article 5 hereof shall be true

Accuracy of Representations and Warranties. The Contractor covenants that the representations and warranties made by it in this Article 24, and each certificate or

The representations and warranties of [[Organization B:Organization]] and the ​ in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing. [[Organization B:Organization]] and the ​ shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

The representations and warranties of Cosmos in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and Cosmos shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Section # Accuracy of Representations and Performance of Covenants.

Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions: