Common use of Conditions to Obligations of Creditor Clause in Contracts

Conditions to Obligations of Creditor. The obligations of Creditor to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment or Creditor's waiver (with the exception of (b) below), at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Company contained in Article III shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) The Company will have received the approval of the NYSE American for the issuance of the Shares. The Company (i) will take all reasonable steps to obtain such approval as soon as possible, (ii) maintain the listing until all of the Shares have been sold or returned to the Company and (iii) pay all of the reasonable and customary fees and expenses incurred in connection with the listing of the Shares. In the event that the Shares are not listed with the NYSE American in accordance with the foregoing or the listing ceases to be maintained at any time, Creditor shall have a right to return any unsold Shares to the Company for cancellation. (c) This Agreement shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Creditor. (d) Creditor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery, filing and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the certificate of incorporation and by-laws of the Company and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (e) The Company shall have delivered to Creditor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (f) The Company shall have delivered, or caused to be delivered, to Creditor each of the following, each in form and substance satisfactory to Creditor: (i) stock certificates evidencing the Shares; and (ii) such other documents or instruments as Creditor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Creditor. The obligations of Creditor to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment fulfillment or Creditor's waiver (with the exception of (b) below), at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Company contained in Article III shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) The Company will have received the approval of the NYSE American for the issuance of the Shares. The Company (i) will take all reasonable steps to obtain such approval as soon as possible, (ii) maintain the listing until all of the Shares have been sold or returned to the Company and (iii) pay all of the reasonable and customary fees and expenses incurred in connection with the listing of the Shares. In the event that the Shares are not listed with the NYSE American in accordance with the foregoing or the listing ceases to be maintained at any time, Creditor shall have a right to return any unsold Shares to the Company for cancellation. (c) This Agreement shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Creditor. (d) Creditor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors and stockholders of the Company authorizing and approving the execution, delivery, filing and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby; (ii) that attached thereto are true and complete copies of the certificate of incorporation and by-laws of the Company and that such organizational documents are in full force and effect as of the Closing; and (iii) the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (e) The Company shall have delivered to Creditor a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized. (f) The Company shall have delivered, or caused to be delivered, to Creditor each of the following, each in form and substance satisfactory to Creditor: (i) stock certificates evidencing the Shares; and (ii) such other documents or instruments as Creditor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.