Common use of Conditions to Obligations of each Buyer Clause in Contracts

Conditions to Obligations of each Buyer. The obligation of the Buyers hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by each Buyer in its discretion at any time by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (a) each of the Transaction Documents to which it is a party, (b) the Notes (in such principal amount as is set forth across from each Buyer’s name in column (3) of the Schedule of Buyers) being purchased by each Buyer at the Closing pursuant to this Agreement, and (c) the Warrants (exercisable for the number of shares of Common Stock as is set forth across from each Buyer’s name in column (4) of the Schedule of Buyers) being purchased by each Buyer at the Closing pursuant to this Agreement. (ii) Each of the representations and warranties of the Company shall be true and correct in all material respects (except that each of such representations and warranties that is qualified as to materiality shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date. (iii) The Company shall have delivered the opinion of XxXxxxxxx Will & Xxxxx LLP, the Company’s outside counsel, and of Xxxxxxx & Boyn, LLP, special Indiana counsel to the Company, each dated as of the Closing Date, and each form and substance reasonably satisfactory to the Buyers. (iv) The Company shall have paid, in accordance with Section 11(g), all Reimbursable Expenses for which appropriate invoices and documentation had been submitted prior to the Closing Date. (v) The Company shall have delivered fully executed and completed SBA Forms 480, 652, 1031, the SBIC Side Letter and such other forms as reasonably required in a form acceptable to Northcreek. (vi) The Company shall have fulfilled, to the satisfaction of each Buyer, of each of the conditions precedent set forth on Schedule 8(b)(iv) (the making of such initial extension of credit by a Buyer being conclusively deemed to be its satisfaction or waiver of the conditions contained in such Schedule). (vii) The Company shall have delivered such other documents as may be reasonably requested by Buyers.

Conditions to Obligations of each Buyer. The obligation of the Buyers hereunder to purchase the Preferred Shares and/or the Notes and Warrants the related Warrants, as applicable, at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by each Buyer a Majority of Preferred Holders and a Majority of Subdebt Holders in its their discretion on behalf of all Preferred Buyers and all Subdebt Buyers, respectively, at any time by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (aA) to each Buyer, each of the Transaction Documents Documents, and (B) (1) to which it is a partyeach Preferred Buyer, (b) stock certificates representing the Notes Preferred Shares (in such principal amount number as is set forth across from each Preferred Buyer’s name in column (3) of the Schedule of Preferred Buyers) being purchased by each Preferred Buyer at the Closing pursuant to this Agreement, and (c2) to each Subdebt Buyer, instruments representing the Notes and the Warrants (exercisable for the number of shares of Common Stock in such denominations as is set forth across from each Subdebt Buyer’s name in column columns (3) and (4) ), respectively, of the Schedule of Subdebt Buyers) being purchased by each such Subdebt Buyer at the Closing pursuant to this Agreement. (ii) The Series C Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (iii) The Company shall have performed, satisfied and complied in all material respects each of its respective covenants and agreements contained in this Agreement and required to be performed, satisfied or complied at or prior to the Closing. (iv) (A) Each of the representations and warranties of the Company contained in Sections 3(a), (b), (c), (d) and (e) of this Agreement shall be true and correct in all material respects (except that each of such representations and warranties that is qualified as to materiality shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date. date and (iiiB) The the other representations and warranties of the Company shall have delivered the opinion of XxXxxxxxx Will & Xxxxx LLP, the Company’s outside counsel, be true and of Xxxxxxx & Boyn, LLP, special Indiana counsel to the Company, each dated correct on and as of the Closing DateDate as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date, except for such failures to be true and correct as individually or in the aggregate, did not, and each form would not reasonably be expected to result in, a Material Adverse Effect. For purposes of determining the satisfaction of clause (B) of this condition, the representations and substance reasonably satisfactory warranties of the Company shall be deemed not qualified by any references therein to materiality generally or to a Material Adverse Effect (or qualifiers similar to the Buyers. (iv) The Company shall have paid, in accordance with Section 11(gforegoing), all Reimbursable Expenses for which appropriate invoices and documentation had been submitted prior to the Closing Date. (v) The Company shall have delivered fully executed and completed SBA Forms 480, 652, 1031(i) to each Preferred Buyer, the SBIC Side Letter opinion of Xxxxxx Xxxxxx Xxxxxxxx LLP, the Company’s outside counsel (“Katten”), dated as of the Closing Date, in substantially the form of Exhibit F attached hereto, and such other forms (ii) to each Subdebt Buyer, the opinion of Katten, dated as reasonably required of the Closing Date, in a substantially the form acceptable to Northcreekof Exhibit G attached hereto. (vi) The Company shall have fulfilleddelivered a certificate, to the satisfaction of each Buyer, of each executed by a duly authorized executive officer of the Company and dated as of the Closing Date, certifying (A) the resolutions consistent with Section 3(d) as adopted by the Board in a form reasonably acceptable to Preferred Buyers representing a Majority of Preferred Holders and Subdebt Buyers representing a Majority of Subdebt Holders, (B) the Bylaws as in effect at the Closing, (C) the conditions precedent set forth on Schedule 8(b)(ivin Sections 5(c) (the making of such initial extension of credit by a Buyer being conclusively deemed iii) and (iv) have been satisfied, and (D) all Bank Regulatory Approvals, if any, required to be its satisfaction obtained by the Company or waiver any Subsidiary prior to consummation of the conditions contained in such Schedule)Transactions have been obtained. (vii) The Company shall have delivered such other documents as may be reasonably requested by Buyersa fully executed copy of each Company Contractual Consent. (viii) Since the date of this Agreement, there shall not have been a Material Adverse Change.

Conditions to Obligations of each Buyer. The obligation of the Buyers hereunder to purchase the Notes and Warrants Preferred Shares (or in the event of a Potential Delay, the Designated Preferred) at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by each Buyer Buyers representing the Requisite Vote of Holders in its their discretion on behalf of all Buyers at any time by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (ai) each of the Transaction Documents to which it is a partyDocuments, and (bii) stock certificates representing the Notes Preferred Shares (in such principal amount number as is set forth across from each Buyer’s name in column (3) of the Schedule of Buyers) being purchased by each Buyer at the Closing pursuant to this Agreement, and (c) the Warrants (exercisable for the number of shares of Common Stock as is set forth across from each Buyer’s name in column (4) of the Schedule of Buyers) being purchased by each Buyer at the Closing pursuant to this Agreement. (ii) Subject to the terms and conditions of Section 4(c), the Restated Charter including the Series A Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended, and the Executive Committee shall be duly constituted in accordance with the Restated Charter. (iii) The Company shall have performed, satisfied and complied in all material respects each of its respective covenants and agreements contained in this Agreement and required to be performed, satisfied or complied at or prior to the Closing. (iv) (A) Each of the representations and warranties of the Company contained in Sections 3(a), (b), (c), (d), (e) and (z) of this Agreement shall be true and correct in all material respects (except that each of such representations and warranties that is qualified as to materiality shall be true and correct in all respects) on and as of the Closing Date as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date. date and (iiiB) The the other representations and warranties of the Company shall have delivered the opinion of XxXxxxxxx Will & Xxxxx LLP, the Company’s outside counsel, be true and of Xxxxxxx & Boyn, LLP, special Indiana counsel to the Company, each dated correct on and as of the Closing DateDate as if made on and as of such date, other than representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date, except for such failures to be true and correct as individually or in the aggregate, did not, and each form and substance would not reasonably satisfactory be expected to the Buyers. (iv) The Company shall have paidresult in, in accordance with Section 11(g), all Reimbursable Expenses for which appropriate invoices and documentation had been submitted prior to the Closing Date. (v) The Company shall have delivered fully executed and completed SBA Forms 480, 652, 1031, the SBIC Side Letter and such other forms as reasonably required in a form acceptable to Northcreek. (vi) The Company shall have fulfilled, to Material Adverse Effect. For purposes of determining the satisfaction of each Buyerclause (B) of this condition, of each the representations and warranties of the conditions precedent set forth on Schedule 8(b)(iv) Company shall be deemed not qualified by any references therein to materiality generally or to a Material Adverse Effect (or qualifiers similar to the making of such initial extension of credit by a Buyer being conclusively deemed to be its satisfaction or waiver of the conditions contained in such Scheduleforegoing). (vii) The Company shall have delivered such other documents as may be reasonably requested by Buyers.