Common use of CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING Clause in Contracts

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agentwiring instructions provided by the Company.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agentwiring instructions as delivered to Investor by the Company .

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders the Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 6.2.1 the representations and warranties of such Lender the Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 6.2.2 the Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender the Investor on or before the Closing; (c) 6.2.3 the Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by it at the Closing by wire transfer of immediately available funds; and 6.2.4 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender such Investor shall have tendered to the Company the Purchase Price for the Note Shares and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender such Investor shall have tendered to the Escrow Agent the Purchase Price for the Note Shares and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date the Closing Date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); provided, however, that such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as so qualified; (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender the Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Companyhereby; and (e) Lender 5.2.4 the Investors shall have tendered to the Company the Purchase Price for the Note Securities being purchased by it at the Closing by wire transfer of immediately available funds to in accordance with the Escrow Agentwire transfer instructions set forth on Exhibit B hereto.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Imperium are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 2.3.1 the representations and warranties of such Lender Imperium set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 2.3.2 Imperium shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Imperium on or before the Closing; (c) 2.3.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 2.3.4 Imperium shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 2.3.5 Imperium shall have tendered wire transferred to the Purchase Price for Company’s account, in immediately available funds, an aggregate amount equal to $10,000,000 (net of the Note being purchased expenses payable by it at the Company with respect to the Closing by wire transfer of immediately available funds to the Escrow Agentunder Section 6.10).

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth Investor shall be true and correct in this Agreement all respects, if qualified by materiality, and in the other Transaction Documents to which it is a party shall be true and correct in all material respects respects, if not qualified by materiality, at and as of the Closing with the same effect as though made at and as of such date as if made on such date time (except that to the extent those representations and warranties that any such representation or warranty relates to are made as of a particular date, such representation or warranty specific date shall be true and correct in all material respects only as of that such date); (b) such Lender Investor shall have duly performed and complied in all material respects with or performed all of the agreements, obligations and conditions set forth in this Agreement that are covenants contained herein required to be performed or complied with or performed by such Lender on it in connection with the consummation of the transactions contemplated hereby at or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender the waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have executed each Transaction Document to which it is a party and expired or been terminated; (e) Investor shall have delivered the same to Escrow Agreement duly executed by Investor; (f) Investor shall have delivered the CompanyShare Pledge Agreement duly executed by Investor; and (eg) Lender Investor shall have tendered to the Company the Common Shares Purchase Price for and to the Note being purchased by it at Escrow Agent the Closing Preferred Shares Purchase Price, in each case, by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and; (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Debenture and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds funds; 5.2.6 the Company shall have obtained the requisite approval from its board of directors to enter into the Escrow AgentTransaction Documents and perform its obligations thereunder; and 5.2.7 the Company shall have paid the fees set forth on Schedule 3.14.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Shares and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered delivered to the Company the Purchase Price for the Note Purchased Securities being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders the Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date, and the Investor shall use commercially reasonable efforts to cause each of such conditions to be satisfied: (a) the representations and warranties of such Lender the Investor set forth in this Agreement and in the other Transaction Documents to which it is a party that are not qualified by “materiality,” “Material Adverse Effect” or similar qualifications shall be true and correct in all material respects respects, and the representations and warranties of the Investor set forth in this Agreement and in the other Transaction Documents that are qualified by “materiality,” “Material Adverse Effect” or similar qualifications shall be true and correct in all respects, in each case, as of such the date hereof and as of the Closing Date as if made on such date the Closing Date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender the Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender the Investor on or before the Closing; (c) each of the agreements, instruments and other documents to be delivered by the Investor pursuant to Section 2.3 hereof shall have been delivered by the Investor; and (d) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 4.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 4.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agent.wiring instructions set forth on Exhibit D.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date the Closing Date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Shares and the Warrants being purchased by it at the Closing by wire transfer of immediately available funds to in accordance with the Escrow Agentwire transfer instructions set forth on Exhibit E hereto.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders Lender are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the each Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agentwiring instructions provided by the Company.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the ClosingClosing Date; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and; (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Preferred Shares and Warrants being purchased by it at the Closing; and 5.1.6 the Closing by wire transfer of immediately available funds to the Escrow Agentshall not occur later than June 24, 2004.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date the Closing Date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender and 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Shares and the Warrants being purchased by it at the Closing by wire transfer of immediately available funds to in accordance with the Escrow Agentwire transfer instructions set forth on Exhibit D hereto.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Debenture and the Warrants being purchased by it at the Closing (less such Investor’s Pro Rata Share of the Collateral Amount) by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agent.wiring instructions set forth on Exhibit D.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the ClosingClosing Date; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company by wire transfer the Purchase Price for the Note Preferred Shares and Warrants being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow AgentClosing.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s 's obligations to affect effect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party each Investor shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) such Lender 5.2.2 each Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) such Lender 5.2.4 each Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 each Investor shall have tendered delivered to the Company the Purchase Price for the Note Purchased Securities being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Datedate of the closing: (a) 5.2.1 the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party each Investor shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date); (b) such Lender 5.2.2 each Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 5.2.4 each Investor shall have executed each of the Transaction Document Documents to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 each Investor shall have tendered delivered to the Company the Purchase Price for the Note Debentures and the Warrants being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that that, to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered provided the Purchase Price for Company with any forms reasonably requested by the Note being purchased by it at Company prior to the Closing by wire transfer of immediately available funds to establish that no payments to such Investor under the Escrow AgentNotes will be subject to withholding tax in any taxing jurisdictions.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders the Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender the Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender the Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender the Investor on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender the Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender the Investor shall have tendered to the Company the Purchase Price for the Note Shares and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The -------------------------------------------------- Company’s 's obligations to affect effect the Closing with Lenders the Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender the Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) such Lender 5.2.2 the Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender the Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) such Lender 5.2.4 the Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 the Investor shall have tendered delivered to the Company the Purchase Price for the Note Purchased Securities being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 5.2.2 Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 5.2.4 Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 Investor shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds pursuant to the Escrow Agent.wiring instructions set forth on Exhibit C.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the ClosingClosing Date; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Series B Preferred Shares, Series A Warrants and Series B Warrants being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow AgentClosing.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date the Closing Date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) ; 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Shares being purchased by it at the Closing by wire transfer of immediately available funds to in accordance with the Escrow Agentwire transfer instructions set forth on Exhibit C hereto.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note Securities being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party Investor shall be true and correct in all material respects as of such date the Closing Date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date); (b) such Lender 5.2.2 each Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the ClosingClosing Date; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 5.2.4 each Investor shall have executed each of the Transaction Document Documents to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 each Investor shall have tendered to the Company the Purchase Price for the Note Debentures and Warrants being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Imperium are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 2.3.1 the representations and warranties of such Lender Imperium set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 2.3.2 Imperium shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Imperium on or before the Closing; (c) 2.3.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 2.3.4 Imperium shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 2.3.5 Imperium shall have tendered wire transferred to the Purchase Price for Company’s account, in immediately available funds, an aggregate amount equal to $500,000 (net of the Note being purchased expenses payable by it at the Company with respect to the Closing by wire transfer of immediately available funds to the Escrow Agentunder Section 7.10).

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders an Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note and the Warrant being purchased by it at the Closing by wire transfer of immediately available funds (provided that the aggregate Purchase Price payable by the Investors shall be net of $522,566, which amount shall be wired by the Investors to City Search pursuant to the Escrow Agentwritten instructions of the Company, and further net of the expenses described in Section 6.10).

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 2.3.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 2.3.2 Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 2.3.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 2.3.4 Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 2.3.5 Investor shall have tendered wire transferred to the Purchase Price Company’s account, in immediately available funds, an amount equal to $1,500,000 plus cancellation of two $250,000 notes (and the Company shall have paid all interest thereon), or $1,000 for the Note being purchased by it each Additional Share purchased, paid at the Closing by wire transfer of immediately available funds to the Escrow Agenteach such purchase.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) ; and such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s 's obligations to affect effect the Closing with Lenders are conditioned upon the fulfillment satisfaction (or waiver by the Company in its sole and absolute discretionCompany) of each of the following events as of the Closing Date: (a) 6.2.1 the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party Holder shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date); (b) such Lender 6.2.2 the Holder shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender the Holder on or before the such Closing; (c) 6.2.3 the Holder shall have executed and delivered the 2002 Registration Rights Agreement, the Restated Security Agreement, the Termination Agreement, the Waiver and Release Agreement, the Restated Intercreditor Agreement and any other Transaction Document in which it is described as a signatory thereto; 6.2.4 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; 6.2.5 the Holder shall have released its Liens on the Property of the Clean Earth Entities and the Clean Earth Intellectual Property pursuant to documentation reasonably acceptable to the Company (d) such Lender which shall include, among other things, an authorization to file UCC termination statements and partial releases, as appropriate); and 6.2.6 the holders of the Senior Credit Facility shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow AgentRestated Intercreditor Agreement.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders Imperium are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 2.3.1 the representations and warranties of such Lender Imperium set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender 2.3.2 Imperium shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender Imperium on or before the Closing; (c) 2.3.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender 2.3.4 Imperium shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 2.3.5 Imperium shall have tendered to the Company the Purchase Price as follows: (i) Imperium shall have confirmed by email that it has sent the original of each Demand Note (as defined below) to the Company for cancellation, and (ii) Imperium shall have wire transferred to the Note being Company’s account, in immediately available funds, an amount equal $448,710.15. In addition to the foregoing, the Company acknowledges and agrees that Imperium has purchased, and caused to be delivered to the Company, certain of the Company’s Series B Convertible Notes for $500,000. As used herein, the term “Demand Notes” means (1) the Demand Note, dated as of July 24, 2007, issued by the Company to Imperium and having a principal face amount of $2,274,053, (2) the Demand Note, dated as of July 27, 2007, issued by the Company to Imperium and having a principal face amount of $237,028, (3) the Demand Note, dated as of August 3, 2007, issued by the Company to Imperium and having a principal face amount of $385,000, and (4) the Demand Note, dated as of August 29, 2007, issued by the Company to Imperium and having a principal face amount of $44,340.56. The Company and Imperium acknowledge and agree that (i) the aggregate amount of outstanding principal and accrued and unpaid interest on the Demand Notes and the Series B Notes purchased by it at Imperium as of the Closing by wire transfer of immediately available funds to the Escrow Agentdate hereof is $43,368.29.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (ed) Lender shall have tendered the Purchase Price for the Note being purchased by it at on or before the Closing by wire transfer of immediately available funds pursuant to the Escrow Agentwiring instructions provided by the Company.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Investor are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) 5.2.1 the representations and warranties of such Lender Investor set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that that, to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that particular date); (b) 5.2.2 such Lender Investor shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Investor on or before the Closing; (c) 5.2.3 there shall be no injunction, restraining order or decree of any nature of any court or Governmental Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) 5.2.4 such Lender Investor shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender 5.2.5 such Investor shall have tendered to the Company the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agentfunds.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (ed) Lender shall have tendered the Purchase Price for the Note being purchased by it at on or before the Closing by wire transfer of immediately available funds pursuant to the Escrow Agentwiring instructions provided by the Company.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect the Closing with Lenders are Lender is conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) the representations and warranties of such Lender set forth in this Agreement and in the other Transaction Loan Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all material respects as of that date); (b) such Lender shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by such Lender on or before the Closing; (c) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents;; and (d) such Lender shall have executed each Transaction Loan Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.

CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING. The Company’s obligations to affect effect the Closing with Lenders each Purchaser are conditioned upon the fulfillment (or waiver by the Company in its sole and absolute discretion) of each of the following events as of the Closing Date: (a) At Closing each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement and the Registration Rights Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer or check to escrow pursuant to the attached wiring instructions provided to the Purchasers by the Company; and (iii) an executed and properly completed copy of the appropriate Confidential Purchaser Questionnaire containing information reasonably acceptable to the Company. (b) the representations and warranties of such Lender Purchaser set forth in this Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, in which case such representation or warranty shall be true and correct in all material respects as of that particular date); (bc) such Lender Purchaser shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied with or performed by such Lender Purchaser on or before the Closing;Closing Date; and (cd) there shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority government authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and or by the other Transaction Documents; (d) such Lender shall have executed each Transaction Document to which it is a party and shall have delivered the same to the Company; and (e) Lender shall have tendered the Purchase Price for the Note being purchased by it at the Closing by wire transfer of immediately available funds to the Escrow Agent.