Common use of Conditions to Phage's Obligations Clause in Contracts

Conditions to Phage's Obligations. The obligations of Phage to issue and sell the Securities to the Purchasers pursuant to this Agreement are subject to the satisfaction, at or prior to the Initial Closing Date, of the following conditions: (a) The representations and warranties of the Purchasers contained herein will be true and correct in all material respects on the Initial Closing Date and the Purchasers will have performed - and complied in all material respects with all agreements required by this Agreement to be performed or complied with by the Purchasers at or prior to the Initial Closing Date; (b) The issue and sale of the Securities by Phage will not be prohibited by any applicable law, court order or governmental regulation; (c) Receipt by Phage of duly executed counterparts of this Agreement and the Registration Rights Agreement signed by the Purchasers; (d) Phage will have received payment of the Purchase Price; and (e) There will exist no action, suit, investigation, litigation or proceeding pending or threatened m any court or before any arbitrator or governmental instrumentality that challenges the validity of or purports to effect this Agreement or any other Transaction Agreement, or other transaction contemplated under this Agreement or that could reasonably be expected to have a Material Adverse Effect, or any material adverse effect on the enforceability of the Transaction Agreements, or the Securities, or the rights of the holders of the Securities or the Purchasers hereunder.