Common use of Conditions to Closing Deliveries at Closing Clause in Contracts

Conditions to Closing Deliveries at Closing. 7.1 Conditions to Subscriber's Obligations to Close. The obligations of the Subscriber to purchase the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents and such other documents, opinions, certificates and instruments that the Subscriber may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber from purchasing the Securities or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgment or decree; and (f) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures). 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber; (b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and

Conditions to Closing Deliveries at Closing. 7.1 Conditions to SubscriberPurchaser's Obligations to Close. The obligations of the Subscriber Purchaser to purchase the Convertible Debentures Notes offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents by the Company and the execution and delivery of such other documents, opinions, certificates and instruments that the Subscriber Purchaser may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company and its subsidiaries shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber Purchaser from purchasing the Securities Notes or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgment or decree; and (f) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures)debt. 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures Notes offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the SubscriberPurchaser; (b) all representations and warranties of the Subscriber Purchaser made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber Purchaser shall have performed all actions required hereunder; and

Conditions to Closing Deliveries at Closing. 7.1 Conditions to Subscriber's ’s Obligations to Close. The obligations of the Subscriber to purchase the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents and such other documents, opinions, certificates and instruments that the Subscriber may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber from purchasing the Securities or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgment or decree; and (f) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures). 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber; (b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and

Conditions to Closing Deliveries at Closing. 7.1 Conditions to Subscriber's Obligations to CloseCONDITIONS TO SUBSCRIBER'S OBLIGATIONS TO CLOSE. The obligations of the Subscriber to purchase the Convertible Debentures and the Warrants offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents and such other documents, opinions, certificates and instruments that the Subscriber may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber from purchasing the Securities or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgment or decree; and (f) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures). 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber; (b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and

Conditions to Closing Deliveries at Closing. 7.1 Conditions to Subscriber's Obligations to Close. The obligations of the Subscriber to purchase the Convertible Debentures and the Warrants offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents and such other documents, opinions, certificates and instruments that the Subscriber may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at as of the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber from purchasing the Securities or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries the Subsidiaries which would reasonably be expected to result in such an order, judgment or decree; (f) the Subscriber shall have received from Xxxx Xxxxx LLP, counsel for the Company, an opinion, dated as of the Closing, in the form attached hereto as Exhibit D; and (fg) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures). 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber; (b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and

Conditions to Closing Deliveries at Closing. 7.1 Conditions to Subscriber's Obligations to Close. The obligations of the Subscriber to purchase the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of the Transaction Documents and such other documents, opinions, certificates and instruments that the Subscriber may reasonably request; (b) all the representations and warranties of the Company in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Company shall have performed all actions required hereunder; (c) the Company shall have performed in all material respects all agreements which the Transaction Documents provide shall be performed on or before the date of the Closing; (d) no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by the Transaction Documents which would, individually or in the aggregate, constitute a Material Adverse Effect; (e) no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Subscriber from purchasing the Securities or consummating the transactions contemplated by the Transaction Documents and there shall not be existing, or, to the knowledge of the Company, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or any of its subsidiaries which would reasonably be expected to result in such an order, judgment or decree; and (f) the Company shall not have defaulted on any long-term debt (including, but not limited to, any other series of convertible debentures or the Convertible Debentures). 7.2 Conditions to the Company's Obligations to Close. The obligations of the Company to issue the Convertible Debentures offered hereunder are conditioned on the fulfillment or waiver of the following: (a) the execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by the Subscriber; (b) all representations and warranties of the Subscriber made in this Agreement as of the date hereof shall be true and correct at the Closing as if made on such date, and the Subscriber shall have performed all actions required hereunder; and