Common use of Conditions to Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on the Closing Date is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided, that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof: (a) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Purchased Debentures being purchased in such Closing. (b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) The representations and warranties of each Seller shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), and each Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on Common Stock at the Closing Date is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided, provided that these conditions are for Purchaser's ’s sole benefit and may be waived by Purchaser at any time in its sole discretion discretion. a. Sellers shall have executed this Agreement and delivered same to Purchaser. b. Xxxxxxx shall deliver the Company’s duly executed counterpart of the letter agreement by providing Seller with prior written notice thereof:and between Purchaser and the Company regarding the registration rights of the Common Stock. (a) On or prior to the Closing Date, each Seller c. Xxxxxxx shall have delivered to Purchaser the Escrow Agent the Purchased Debentures being purchased shares of Common Stock duly endorsed for transfer in such Closingaccordance with Section 1(c) above. (b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) d. The representations and warranties of each Seller shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), ) and each Seller Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller Sellers at or prior to the Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures Debenture on the Closing Date is subject to the satisfaction, on or before the Closing Date, satisfaction of each of the following conditions, provided, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its Purchaser's sole discretion by providing Seller with prior written notice thereofdiscretion: (a) On or prior to the Closing Date, each Seller The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Escrow Agent the Purchased Debentures being purchased in such ClosingPurchaser. (b) On or prior to the Closing Date, each Seller The Company shall have delivered to Purchaser a duly executed Debenture in the Escrow Agent the Outstanding Warrantsprincipal amount being purchased by Purchaser in accordance with Section 1(b) above. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) The representations and warranties of each Seller the Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), and each Seller the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller the Company at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on Common Stock at the Closing Date is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided, provided that these conditions are for Purchaser's ’s sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof:discretion. (a) On or prior to the Closing Date, each a. Seller shall have delivered to Purchaser the Escrow Agent the Purchased Debentures being purchased shares of Common Stock duly endorsed for transfer in such Closingaccordance with Section 1(c) above. (b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) b. The representations and warranties of each Seller shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), ) and each Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court of governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on Shares at the Closing Date is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof:discretion. (a) On or prior a. APLS shall have executed this Agreement and delivered the same to the Closing Date, each Seller Purchaser. b. APLS shall have delivered to the Escrow Agent the Purchased Debentures being purchased Purchaser duly executed Note and Warrant (in such Closingdenominations as Purchaser shall reasonably request) in accordance with Section 1(b) above. (b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) c. The representations and warranties of each Seller APLS shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), ) and each Seller APLS shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller APLS at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Debentures on Note at the Closing Date is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided, provided that these conditions are for Purchaser's ’s sole benefit and may be waived by Purchaser at any time in its sole discretion by providing Seller with prior written notice thereof:discretion. (a) On or prior a. ACLP shall have executed this Agreement and delivered the same to the Closing Date, each Seller Purchaser. b. ACLP shall have delivered to the Escrow Agent the Purchased Debentures being purchased Purchaser duly executed Note (in such Closingdenominations as Purchaser shall reasonably request) in accordance with Section 1(b) above. (b) On or prior to the Closing Date, each Seller shall have delivered to the Escrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) c. The representations and warranties of each Seller ACLP shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date), ) and each Seller ACLP shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller ACLP at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.