Common use of Conditions of Each Closing Clause in Contracts

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of Forefront herein as of the date hereof and as of each Advance Date with respect to Forefront as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront made pursuant to the provisions hereof; and the performance by Forefront on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall receive the opinion of counsel, Xx. Xxxxx, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to each Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, Forefront shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, Forefront shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Forefront or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At each Closing, May Xxxxx shall have received a certificate of Forefront signed by an executive officer and chief financial officer, dated as of the applicable Advance Date, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Advance Date, the representations and warranties of Forefront set forth herein are true and correct. E. At the initial Closing, Forefront shall have duly executed and delivered to May Xxxxx, or its designees, a Warrant to purchase Forefront's common stock, in the names and denominations specified by May Xxxxx.

Conditions of Each Closing. Each Closing closing shall be held at the offices of May Xxxxx Company's counsel or its counselas otherwise determined by Hunter and the Company. The obligations of May Xxxxx Hunter hereunder shall be subject to the continuing accuracy of the representations and warranties of Forefront the Company herein as of the date hereof and as of each Advance Date closing date with respect to Forefront the Company as if it had been made on and as of such Advance Dateclosing date; the accuracy on and as of each Advance Date closing date of the statements of the officers of Forefront the Company made pursuant to the provisions hereof; and the performance by Forefront the Company on and as of each Closing closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall receive the opinion of counsel, Xx. Xxxxx, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. (a) At or prior to each Closingclosing, counsel for May Xxxxx Hunter shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, offering materials or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (b) At and prior to each Closingclosing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront the Company from the latest dates as of which such condition is set forth in the Offering Materialsoffering materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront the Company which has not been disclosed in the Offering Materials offering materials or to May Xxxxx Hunter in writing; (iii) except as set forth in the Offering Materialsoffering materials, Forefront the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsoffering materials, Forefront the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materialsoffering materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materialsoffering materials; and (vvi) no action, suit or proceeding, at law or in equity, against Forefront the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsoffering materials. D. (c) At each Closingclosing, May Xxxxx Hunter shall have received a certificate of Forefront the Company signed by an its chief executive officer and chief financial officer, dated as of the applicable Advance Dateclosing date, to the effect that the conditions set forth in subparagraph (Cb) above have been satisfied and that, as of the applicable Advance Dateclosing date, the representations and warranties of Forefront the Company set forth herein are true and correct. E. At the initial Closing, Forefront shall have duly executed and delivered to May Xxxxx, or its designees, a Warrant to purchase Forefront's common stock, in the names and denominations specified by May Xxxxx.

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of Forefront the Company herein as of the date hereof and as of each Advance Date with respect to Forefront the Company as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront the Company made pursuant to the provisions hereof; and the performance by Forefront the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall receive the opinion of counsel, Xx. Xxxxx, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to each Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront the Company which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, Forefront the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, Forefront the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Forefront the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At each Closing, May Xxxxx shall have received a certificate of Forefront the Company signed by an executive officer and chief financial officer, dated as of the applicable Advance Date, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Advance Date, the representations and warranties of Forefront the Company set forth herein are true and correct. E. At the initial Closing, Forefront the Company shall have duly executed and delivered to May Xxxxx, or its designees, a Warrant to purchase Forefrontshares of the Company's common stock, in the names and denominations specified by May Xxxxx.

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or Davix xx its counsel. The obligations of May Xxxxx hereunder Davix xxxeunder shall be subject to the continuing accuracy of the representations and warranties of Forefront the Company herein as of the date hereof and as of each Advance Date with respect to Forefront the Company as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront the Company made pursuant to the provisions hereof; and the performance by Forefront the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall Davix xxxll receive the opinion of counsel, Xx. Wolf Block Schoxx & Xolix-Xxxxx, XXP and/or Berman, Wolf, Rennxxx, Xxgex & Xandxxx, X.A and Cohen, Pontani, Liebxxxxx & Xavane (with respect to the opinion required pursuant to paragraph 4.25(j) of the Credit Agreement) dated as of the date of the Closing, which opinion shall be in the form and substance reasonably satisfactory to counsel for May Xxxxxset forth in the Credit Agreement. B. At or prior to each Closing, counsel for May Xxxxx shall Davix xxxll have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, Materials or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront the Company which has not been disclosed in the Offering Materials or to May Xxxxx in Davix xx writing; (iii) except as set forth in the Offering Materials, Forefront the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, Forefront the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Forefront the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At each Closing, May Xxxxx shall Davix xxxll have received a certificate of Forefront the Company signed by an its chief executive officer and chief financial officer, dated as of the applicable Advance Date, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Advance Date, the representations and warranties of Forefront the Company set forth herein are true and correct. E. At the initial Closing, Forefront the Company shall have duly executed and delivered to May XxxxxDavix, or xx its designees, a Warrant to purchase Forefrontthe Placement Agent's common stockWarrants, in the names and denominations specified by May XxxxxDavix.

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or Davix xx its counsel. The obligations of May Xxxxx hereunder Davix xxxeunder shall be subject to the continuing accuracy of the representations and warranties of Forefront the Company herein as of the date hereof and as of each Advance Date with respect to Forefront the Company as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront the Company made pursuant to the provisions hereof; and the performance by Forefront the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall Davix xxxll receive the opinion of counsel, Xx. Wolf Block Schoxx & Xolix-Xxxxx, XXP and/or Berman, Wolf, Rennxxx, Xxgex & Xandxxx, X.A and Cohen, Pontani, Liebxxxxx & Xavane (with respect to the opinion required pursuant to paragraph 4.25(j) of the Credit Agreement) dated as of the date of the Closing, which opinion shall be in the form and substance reasonably satisfactory to counsel for May Xxxxxset forth in the Credit Agreement. B. At or prior to each Closing, counsel for May Xxxxx shall Davix xxxll have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, Materials or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront the Company which has not been disclosed in the Offering Materials or to May Xxxxx in Davix xx writing; (iii) except as set forth in the Offering Materials, Forefront the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, Forefront the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Forefront the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At each Closing, May Xxxxx shall Davix xxxll have received a certificate of Forefront the Company signed by an its chief executive officer and chief financial officer, dated as of the applicable Advance Date, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Advance Date, the representations and warranties of Forefront the Company set forth herein are true and correct. E. At the initial Closing, Forefront the Company shall have duly executed and delivered to May XxxxxDavix, or xx its designees, a Warrant to purchase Forefront's common stockthe Warrants, in the names and denominations specified by May XxxxxDavix.

Conditions of Each Closing. Each Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of Forefront the Company herein as of the date hereof and as of each Advance Date with respect to Forefront the Company as if it had been made on and as of such Advance Date; the accuracy on and as of each Advance Date of the statements of the officers of Forefront the Company made pursuant to the provisions hereof; and the performance by Forefront the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions: A. At each Closing, May Xxxxx shall receive the opinion of counsel, Xx. Xxxxx, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to each Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Forefront the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by Forefront the Company which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, Forefront the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, Forefront the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against Forefront the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At each Closing, May Xxxxx shall have received a certificate of Forefront the Company signed by an executive officer and chief financial officer, dated as of the applicable Advance Date, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Advance Date, the representations and warranties of Forefront the Company set forth herein are true and correct. E. At the initial Closing, Forefront the Company shall have duly executed and delivered to May Xxxxx, or its designees, a Warrant to purchase Forefrontthe Company's common stock, in the names and denominations specified by May Xxxxx.