Common use of Conditions to Seller’s Obligation to Sell Clause in Contracts

Conditions to Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser shall have delivered the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer 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 Seller’s Obligation to Sell. The Seller's obligation of Seller hereunder to sell the Purchased Note Debentures is conditioned upon: (a) The receipt and deliver acceptance by Seller of this Agreement as executed by Buyer. (b) Delivery into the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date closing depository of each good funds by Buyer as payment in full of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered purchase price of the same to SellerDebentures. b. Purchaser shall have delivered (c) All of the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser the Subscriber contained in this Agreement shall be true and correct in all material respects on the Payment Date with the same force and effect as of the date when if made on and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser Payment Date. The Subscriber shall have performed, satisfied and performed or complied in with all material respects with the covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, satisfied or complied with by Purchaser or satisfied at or prior to the Transfer Closing Payment Date. d. (d) No litigationorder asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, be contemplated. No stop order suspending the sale of the Debentures shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, be contemplated. (e) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any governmental agency that would prevent the issuance of the Debentures. No injunction, promulgated restraining order or endorsed order of any nature by a federal or in any state court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over shall have been issued that would prevent the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated by this AgreementDebentures.

Conditions to Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights Seller’s Interest to the Purchaser USL on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at or waiver by USL, on or before the Transfer Closing Date Date, of each of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretionconditions: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser (a) USL shall have delivered the Transfer Price to Seller an executed Note set forth in accordance with Section 1(c4(a) above., which documents comprise the Purchase Price; c. The (b) All the representations and warranties of such Purchaser USL contained herein shall be true and correct in all material respects on the Closing Date with the same force and effect as of the date when if made on and as of the Transfer Closing Date as though made at that time Date; (except for representations and warranties that speak as of a specific date), and Purchaser c) USL 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 Purchaser at USL on or prior to the Transfer Closing Date.; and d. (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 Seller’s Obligation to Sell. The Seller's obligation of Seller hereunder to sell the Purchased Note Securities is conditioned upon: (a) The receipt and deliver acceptance by Seller of this Agreement executed by Buyer. (b) Delivery into the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date closing depository of each good funds by Buyer as payment in full of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered purchase price of the same to SellerSecurities. b. Purchaser shall have delivered (c) All of the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser the Buyer contained in this Agreement shall be true and correct in all material respects on the Payment Date with the same force and effect as of the date when if made on and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser Payment Date. The Buyer shall have performed, satisfied and performed or complied in with all material respects with the covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, satisfied or complied with by Purchaser or satisfied at or prior to the Transfer Closing Payment Date. d. (d) No litigationorder asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, be contemplated. No stop order suspending the sale of the Securities shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, contemplated. (e) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any governmental agency that would prevent the issuance of the Securities. No injunction, promulgated restraining order or endorsed order of any nature by a federal or in any state court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over shall have been issued that would prevent the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated by this AgreementSecurities.

Conditions to Seller’s Obligation to Sell. The Seller's obligation of Seller hereunder to sell the Purchased Note Debentures is conditioned upon: (a) The receipt and deliver the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date acceptance by Seller of each this Agreement as executed by Buyer. (b) All of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser shall have delivered the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser the Buyer contained in this Agreement shall be true and correct in all material respects on the Payment Date with the same force and effect as of the date when if made on and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser Payment Date. The Buyer shall have performed, satisfied and performed or complied in with all material respects with the covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, satisfied or complied with by Purchaser or satisfied at or prior to the Transfer Closing Payment Date. d. (c) No litigationorder asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Act shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, be contemplated. No stop order suspending the sale of the Debentures or Common Stock shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, be contemplated. (d) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any governmental agency that would prevent the issuance of the Debentures or Common Stock. No injunction, promulgated restraining order or endorsed order of any nature by a federal or in any state court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over shall have been issued that would prevent the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated Debentures. (e) The funding by this Agreementthe Buyer of the Escrow Fund.

Conditions to Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s 's sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser shall have delivered the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer Closing Date. d. No x. Xx 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 Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s 's sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser shall have delivered the Transfer Price in III accordance with Section 1(c1 (c) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer 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 Seller’s Obligation to Sell. The obligation of ----------------------------------------- Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights Assets to the Purchaser on the terms contemplated hereby Buyer at the Closing is subject to the satisfaction, at or before as of the Transfer Closing Date Date, of each of the following conditions thereto, provided that these conditions are for Seller’s 's sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser (a) Buyer shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser (b) Buyer shall have delivered wired same-day funds to the Transfer account designated by Seller equal to that portion of the Purchase Price described in accordance with Section 1(c) above1.3(a). c. (c) Buyer and Seller shall have executed the Premier License. (d) The representations and warranties of such Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser Buyer 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 Purchaser Buyer at or prior to the Transfer Closing. Buyer shall have received a certificate, executed by the Chief Executive Officer or Secretary of Buyer, dated as of the Closing DateDate to the foregoing effect. d. (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 restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Seller’s Obligation to Sell. The Seller's obligation of Seller hereunder to sell the Purchased Note Securities is conditioned upon: (a) The receipt and deliver the relevant Transferred Rights acceptance by Seller of this Agreement executed by Buyer. (b) Delivery to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date Escrow Agent of each good funds by Buyer as payment in full of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered purchase price of the same to SellerSecurities. b. Purchaser shall have delivered (c) All of the Transfer Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser the Buyer contained in this Agreement shall be true and correct in all material respects on the payment date with the same force and effect as of the date when if made on and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific payment date), and Purchaser . The Buyer shall have performed, satisfied and performed or complied in with all material respects with the covenants, agreements and satisfied all conditions required by this Agreement on its part to be performed, satisfied or complied with by Purchaser or satisfied at or prior to the Transfer Closing Datepayment date. d. (d) No litigationorder asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act shall have been issued, statuteand no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, be contemplated. No stop order suspending the sale of the Securities shall have been issued, and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Seller, contemplated. (e) No action shall have been taken and no statue, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any governmental agency that would prevent the issuance of the Securities. No injunction, promulgated restraining order or endorsed order of any nature by a federal or in any state court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over shall have been issued that would prevent the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated by this AgreementSecurities.

Conditions to Seller’s Obligation to Sell. The obligation of Seller Sellers hereunder to sell the Purchased Note and deliver the relevant Transferred Rights Common Stock to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s Sellers’ sole benefit and may be waived by Seller Sellers at any time in its their sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to SellerSellers. b. Purchaser shall have delivered the Transfer Purchase Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer 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 Seller’s Obligation to Sell. The obligation of Seller hereunder to sell the Purchased Note and deliver the relevant Transferred Rights Common Stock to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s sole benefit and may be waived by Seller at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to Seller. b. Purchaser shall have delivered the Transfer Purchase Price in accordance with Section 1(c) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer 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 Seller’s Obligation to Sell. The obligation of Seller APLS hereunder to sell the Purchased Note and deliver the relevant Transferred Rights Note and the Warrant to the Purchaser on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions thereto, provided that these conditions are for Seller’s APLS's sole benefit and may be waived by Seller APLS at any time in its sole discretion: a. Purchaser shall have executed this Agreement and any amendment thereto and delivered the same to SellerAPLS. b. Purchaser shall have delivered the Transfer Purchase Price in accordance with Section 1(c1(b) above. c. The representations and warranties of such Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser 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 Purchaser at or prior to the Transfer 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.