Common use of CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; [On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; ;] The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants Securities on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates for the Closing Shares in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received an opinion of counsel for the Company, in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the DebenturesDebenture.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; and Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Initial Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Initial Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On Delivery by the Closing DateCompany of irrevocable proxies from each of October Sun, a Nevada Corporation as to 2,974,967 shares, Timothy Brock as to 800,000 xxxxxx, X. George Orr as to 800,000 sxxxxx, Xxxry Thompson as to 706,000 xxxxxx, Xxxliam Timmins as to 225,000 xxxxxx, Xxxrnton Donaldson as to 300,000 xxxxxx xxx United Corporate Advisors Ltd. as to 780,000 shares in the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached form annexed as Exhibit 8 hereto; . The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received (a) an opinion of counsel for the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto (b) signed lock up agreements of the persons named on Schedule 5(b) to the Registration Rights Agreement and (c) acknowledgement by the Transfer Agent of "stop transfer" instructions in respect thereof . There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received an opinion of counsel for the Company, dated the Initial Closing Date (provided, however, that such counsel shall advise the Escrow Agent in writing after the Initial Closing Date if the opinion issued on the Initial Closing Date would not be issued on any subsequent Closing Date), in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's Lenders' obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender Lenders shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the LenderLenders, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the LenderLenders, makes it impracticable or inadvisable to purchase the Debentures.