Common use of Conditions of the Purchaser Obligations Clause in Contracts

Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties thereto, and all the conditions to the obligations of the Linsang Partners to sell to the Purchaser those shares referenced in such Common Stock Purchase Agreement shall have been satisfied.

Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Purchaser shall have received an opinion of Stoel Rives LLP with respect to the authorization of the Series A Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit C. (e) Execution by each Company officer and director to a lock-up agreement in the form of Exhibit "E" restricting trades of Company Common Stock Purchase Agreement between until 120 days after the Purchaser and Linsang Partners, LLC shall have been executed and performed Registration Statement is deemed effective by all parties thereto, and all the conditions to the obligations of the Linsang Partners to sell to the Purchaser those shares referenced in such Common Stock Purchase Agreement shall have been satisfiedSEC.

Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ ' activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Purchaser, Linsang Partners, LLC and Linsang International L.P. (collectively, the "LINSANG GROUP") shall have been executed and performed by all parties thereto, and all the conditions to the obligations of the Linsang Partners Group to sell to the Purchaser those shares referenced in such Common Stock Purchase Agreement shall have been satisfied.

Conditions of the Purchaser Obligations. The obligation of the Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any the Purchaser relating to the issuance of the Securities or any the Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed received an opinion of Gersten Savage Kaplowitz Wolf & Marcus, LLP, counsel to the Company, xxxxxxably satxxxxxxxxx xx xhe Xxxxxxser, with respect to the authorization of the Shares and performed other customary matters in the form attached hereto as EXHIBIT A. (e) Prior to the close of this transaction, the Company shall give Purchaser immediate notice of the occurrence of any event or the receipt by all parties theretothe Company of any notice or knowledge the effect of which would be to make a representation or warranty of the Company herein untrue or misleading if made on or immediately following the occurrence of such event or the receipt of such notice or knowledge. the Company hereby agrees to protect, indemnify, and defend Purchaser, and Purchaser's nominee, against and to hold Purchaser, and Purchaser's nominee, harmless from any and all the conditions costs, claims, losses, attorneys' fees, liabilities, and other expenses that Purchaser, or Purchaser's nominee, may incur or to the obligations which Purchaser, or Purchaser's nominee, may be exposed as a result of the Linsang Partners Company's breach of or the falsity of any of the Company's representations or warranties in this Agreement or as a result of the Company's breach of or failure to sell to perform or observe any of the Purchaser those shares referenced Company's covenants in such Common Stock Purchase Agreement shall have been satisfiedthis Agreement.

Conditions of the Purchaser Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties theretoreceived an opinion of Ronald J. Stauber, and all the conditions Esq., with respect to the obligations authorization of the Linsang Partners to sell to Xxxxxx X Xxxxx, the Purchaser those shares referenced Conversion Shares, the Warrants and the Warrant Shares and other customary matters in such Common Stock Purchase Agreement shall have been satisfied.the form attached hereto as EXHIBIT C.

Conditions of the Purchaser Obligations. The obligation of Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties thereto, and all the conditions received an opinion of Stoel Rives LLP with respect to the obligations authorization of the Linsang Partners to sell to Series A Stock, the Purchaser those shares referenced Conversion Shares, the Warrants and the Warrant Shares and other customary matters in such Common Stock Purchase Agreement shall have been satisfied.the form attached hereto as Exhibit C.

Conditions of the Purchaser Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties theretoreceived an opinion of Ronald J. Stauber, and all the conditions Exx.,_ xxxx xxxxxxt to the obligations authorization of the Linsang Partners to sell to Series A Stock, the Purchaser those shares referenced Conversion Shares, the Warrants and the Warrant Shares and other customary matters in such Common Stock Purchase Agreement shall have been satisfied.the form attached hereto as EXHIBIT C.

Conditions of the Purchaser Obligations. The obligation of the Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any the Purchaser relating to the issuance of the Securities or any the Purchaser’ 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure DocumentsDocument. (c) The Prior to the close of this transaction, the Company shall give the Purchaser shall have received certificates, dated immediate notice of the Closing Date and signed occurrence of any event or the receipt by the Chief Executive Officer Company of any notice or knowledge the effect of which would be to make a representation or warranty of the Company herein untrue or misleading if made on or immediately following the occurrence of such event or the receipt of such notice or knowledge. The Company hereby agrees to protect, indemnify, and defend the Chief Financial Officer Purchaser, and its nominee, against and to hold the Purchaser, and its nominee, harmless from any and all costs, claims, losses, attorneys' fees, liabilities, and other expenses that the Purchaser, or its nominee, may incur or to which the Purchaser, or its nominee, may be exposed as a result of the Company, to 's breach of or the effect falsity of paragraphs 5(a) and (b). (d) The Common Stock Purchase Agreement between the Purchaser and Linsang Partners, LLC shall have been executed and performed by all parties thereto, and all the conditions to the obligations any of the Linsang Partners Company's representations or warranties in this Agreement or as a result of the Company's breach of or failure to sell to perform or observe any of the Purchaser those shares referenced Company's covenants in such Common Stock Purchase Agreement shall have been satisfiedthis Agreement.