Common use of Conditions of the Purchaser’s Obligations Clause in Contracts

Conditions of the Purchaser’s Obligations. The obligation of Purchaser to consummate the Closing 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 Purchaser relating to the issuance of the Securities or 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 an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers shall have received an opinion of Xxxxxxlegal counsel to the Company, Xxxx & Xxxxxxxx LLP with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of Xxxxxx, Xxxx counsel from Xxxxx & Xxxxxxxx Xxxxxx LLP with respect to the authorization of the Series H I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C. (e) The Company shall have retained a qualified Chief Financial Officer.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of XxxxxxBeckman, Xxxx Lieberman & Xxxxxxxx Barandes, LLP with respect to the authorization authorizxxxxx of the Series H Stockxxx Xxxxes D Xxxxx, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C.

Conditions of the Purchaser’s Obligations. The obligation obligations of Purchaser the Purchasers to consummate the Closing is subject to the following conditions unless waived in writing by the PurchaserPurchasers: (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 either Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers shall have received an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP counsel to the Company with respect to the authorization matters set forth on Exhibit D. (d) The Company shall have taken, or simultaneously with the Closing shall take, all actions necessary to restore the Company to good standing in with the Maryland State Department of Assessment and Taxation, including, without limitation, filing its 2006 Personal Property Return with the Series H Stock, Maryland Department of Assessments and Taxation and paying the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.applicable fees related thereto.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of Xxxxxxlegal counsel to the Company, Xxxx & Xxxxxxxx LLP with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of XxxxxxXxxxxxxxx & Associates, Xxxx & Xxxxxxxx LLP counsel to the Company, or California counsel reasonably satisfactory to the Purchasers, with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C. (e) The Company shall have submitted to the Purchasers a six month forward cash flow plan.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of XxxxxxXxxxxx & Whitney LLP, Xxxx & Xxxxxxxx LLP counsel to the Company, with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing Units is subject to the following conditions unless waived in writing by the relevant 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 in all material respects 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 Units pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic 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 Units or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this AgreementAgreement or the other Basic Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the chief financial officer of the Company, to the effect of Sections 6(a) and (b). On or before the Closing Date, the other Transaction Documents or Purchasers shall have received the Disclosure Documents. (c) Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. The Purchaser Purchasers shall have received an opinion of XxxxxxO'Melveny & Xxxxx LLP, Xxxx & Xxxxxxxx LLP counsel to the Company, with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares Units and other customary matters in the form form, with respect to the opinions to be given, attached hereto as Exhibit E.B.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to consummate purchase and pay for the Closing 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 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchaser Purchasers 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 Purchasers shall have received an opinion of XxxxxxEric P. Littman, Xxxx & Xxxxxxxx LLP P.A. with respect to the authorization of the Series H StockSxxxxx X Xxxxx, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.C.

Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to consummate purchase and pay for the Closing Shares 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 Shares 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 the Purchaser relating to the issuance of the Securities Shares or the Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents Agreement or the Disclosure Documents. (c) The Purchaser shall have received an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP with respect to the authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit E.