Common use of Conditions to Purchaser’s Obligations to Close Clause in Contracts

Conditions to Purchaser’s Obligations to Close. (a) Each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at the applicable Closing shall be subject to the following conditions: (i) each of the representations and warranties of the Company made herein shall be accurate as of date hereof and as of the date of the applicable Closing; (ii) the delivery to the Purchaser by counsel to the Company of a legal opinion dated the date of the applicable Closing, in the form set forth in Exhibit C hereto; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date of the applicable Closing, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date thereof and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the date thereof; and (iv) the fulfillment in all respects of those undertakings of the Company to be fulfilled prior to or at each Closing.

Conditions to Purchaser’s Obligations to Close. (a) Each Purchaser’s obligation to accept delivery of such stock certificate(s) Notes and to pay for the Shares evidenced thereby at the applicable Closing Notes shall be subject to the following conditions: (ia) each of the representations and warranties of the Company made herein shall be accurate as of date hereof and as of the date of the applicable Closingthis Agreement; (ii) the delivery to the Purchaser by counsel to the Company of a legal opinion dated the date of the applicable Closing, in the form set forth in Exhibit C hereto; (iiib) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date of the applicable ClosingClosing Date, to the effect that the representations and warranties of the Company set forth herein are were true and correct as of the date thereof of this Agreement and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the date thereofsuch Closing Date; and (ivc) the fulfillment in all respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or at each Closingall of the other Purchasers of the Notes that they have agreed to purchase from the Company pursuant to the Agreement.