Common use of CONDITIONS TO THE PURCHASER' OBLIGATIONS Clause in Contracts

CONDITIONS TO THE PURCHASER' OBLIGATIONS. The obligation of the Purchaser to consummate the Closing on the Closing Date is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) All representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, and the Company shall have performed in all material respects all agreements and covenants required hereby to be performed by it prior to or at the Closing Date. There shall be delivered to the Purchaser a certificate (signed by the President and Chief Executive Officer and the Secretary of the Company) to the foregoing effect. (b) All consents, approvals, Permits and waivers from Governmental Entities and other parties necessary to permit the Purchaser and the Company to consummate the Closing shall have been obtained. (c) The Company shall have delivered to the Purchaser the opinions of XxXxxxxxx, Will & Xxxxx, special counsel for the Company, in the form attached hereto as Exhibit I. (d) Since the date of this Agreement, there shall not have been any Material Adverse Effect on the Company. (e) All actions shall have been taken by the Company and its Board of Directors so that, immediately upon the Purchaser's purchase of the Securities, the Board of Directors shall consist of eight (8) directors, two (2) of whom were elected by the holders of Series B Preferred Stock pursuant to the Series B Certificate of Designation and one (1) of whom was elected by the holders of Series C Preferred Stock pursuant to the Series C Certificate of Designation. (f) The Amended Bylaws shall be in effect in the form set forth in Exhibit A hereto. (g) The Company shall have provided to the Purchaser a copy of the insurance policies together with the riders and schedules thereto which evidence compliance with the provisions set forth in Section 6.7. (h) No order enjoining the sale of the Securities or the GE Warrants or the proposed issuance of the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Warrant Shares shall have been issued and no Proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject. (i) The Company shall have adopted and duly filed with the Secretary of State of Delaware the Series B Certificate of Designation, the Series C Certificate of Designation, and the Series D Certificate of Designation and each such Certificate shall have become effective under Delaware law. (j) The Company shall have delivered to the Purchaser, unless waived in writing by the Purchaser: (A) copies (certified by the Secretary of the Company) of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; (B) a copy (certified by the Secretary of the State of Delaware) of the certificate of incorporation as amended through the date of the Closing and a copy (certified by the Secretary of the Company) of the Company's Amended Bylaws as amended through the date of the Closing; and (C) such other documents relating to the Transaction as the Purchaser or the Purchaser's counsel may reasonably request. (k) The Company shall have (A) terminated the Supplemental Service Fee described in the Proxy Statement and issued the Series C Preferred Stock in respect thereto and (B) issued the GE Warrants. (l) The Company and the lender under the Credit Agreement shall have executed and delivered the Credit Facility and related documents.

CONDITIONS TO THE PURCHASER' OBLIGATIONS. The obligation of the Purchaser to consummate the First Closing on the First Closing Date is subject to the satisfaction or waiver on or prior to the First Closing Date of each of the following conditions: (a) All representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the First Closing Date as if such representations and warranties were made at and as of the First Closing Date, and the Company shall have performed in all material respects all agreements and covenants required hereby to be performed by it prior to or at the First Closing Date. There shall be delivered to the Purchaser a certificate (signed by the President and Chief Executive Officer and the Secretary of the Company) to the foregoing effect. (b) All consents, approvals, Permits and waivers from Governmental Entities and other parties necessary to permit the Purchaser and the Company to consummate the First Closing shall have been obtained. (c) The Company shall have delivered to the Purchaser the opinions of XxXxxxxxx, Will & Xxxxx, special counsel for the Company, in the form attached hereto as Exhibit I. (d) Since the date of this Agreement, there shall not have been any Material Adverse Effect on the Company. (e) All actions shall have been taken by the Company and its Board of Directors so that, immediately upon the Purchaser's purchase of the Securities, the Board of Directors shall consist of eight (8) directors, two (2) of whom were elected by the holders of Series B Preferred Stock pursuant to the Series B Certificate of Designation and one (1) of whom was elected by the holders of Series C Preferred Stock pursuant to the Series C Certificate of Designation. (f) The Amended Bylaws shall be in effect in the form set forth in Exhibit A hereto. (g) The Company shall have provided to the Purchaser a copy of the insurance policies together with the riders and schedules thereto which evidence compliance with the provisions set forth in Section 6.7. (h) No order enjoining the sale of the Securities or the GE Carlyle Warrants or the proposed issuance of the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Carlyle Warrant Shares shall have been issued and no Proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Carlyle Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Carlyle Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject. (i) The Company shall have adopted and duly filed with the Secretary of State of Delaware the Series B Certificate of Designation, the Series C Certificate of Designation, Designation and the Series D Certificate of Designation and each such Certificate shall have become effective under Delaware law. (j) The Company shall have delivered to the Purchaser, unless waived in writing by the Purchaser: (A) copies (certified by the Secretary of the Company) of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; (B) a copy (certified by the Secretary of the State of Delaware) of the certificate of incorporation as amended through the date of the Closing and a copy (certified by the Secretary of the Company) of the Company's Amended Bylaws bylaws as amended through the date of the Closing; and (C) such other documents relating to the Transaction as the Purchaser or the Purchaser's counsel may reasonably request. (k) The Company shall have (A) terminated the Supplemental Service Fee described in the Proxy Statement and issued the Series C B Preferred Stock in respect thereto and (B) issued the GE Carlyle Warrants. (l) The Company and the lender under the Credit Agreement shall have executed and delivered the Credit Facility and related documents.

CONDITIONS TO THE PURCHASER' OBLIGATIONS. The obligation of the Purchaser to consummate the Closing on transactions contemplated by this Agreement at the Closing Date is subject to the satisfaction or waiver fulfillment to Purchaser’s satisfaction, on or prior to the Closing Date of each Date, of the following conditions, any of which may be waived by the Purchaser: (a) All The representations and warranties of made by the Company contained in this Agreement Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and as of the Closing Date as if such representations and warranties were made at and as of on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and the correct in all material respects as of such earlier date. The Company shall have performed in all material respects all agreements obligations and covenants conditions herein required hereby to be performed or observed by it on or prior to or at the Closing Date. There shall be delivered to the Purchaser a certificate (signed by the President and Chief Executive Officer and the Secretary of the Company) to the foregoing effect. (b) All The Company shall have obtained any and all consents, permits, approvals, Permits registrations and waivers from Governmental Entities necessary or appropriate for the consummation of the transactions contemplated by the Transaction Documents, all of which shall be in full force and other parties necessary to permit the Purchaser and the Company to consummate the Closing shall have been obtainedeffect. (c) The Company shall have executed and delivered to the Purchaser the opinions of XxXxxxxxx, Will & Xxxxx, special counsel for the Company, in the form attached hereto as Exhibit I.Registration Rights Agreement. (d) Since The Company shall have executed and delivered the date of this Agreement, there shall not have been any Material Adverse Effect on Security Agreement and the CompanyUCC 1 Financing Statement. (e) All actions The Company shall have been taken by executed and delivered the Company and its Board Notice of Directors so that, immediately upon the Purchaser's purchase of the Securities, the Board of Directors shall consist of eight (8) directors, two (2) of whom were elected by the holders of Series B Preferred Stock pursuant to the Series B Certificate of Designation and one (1) of whom was elected by the holders of Series C Preferred Stock pursuant to the Series C Certificate of DesignationAssignment. (f) The Amended Bylaws No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall be in effect have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the form set forth in Exhibit A heretoother Transaction Documents. (g) The Company shall have provided delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the Purchaser a copy fulfillment of the insurance policies together with the riders conditions specified in subsections (a), (b), (c), (d), (e) , (f) and schedules thereto which evidence compliance with the provisions set forth in (j) of this Section 6.76.1. (h) No order enjoining the sale of the Securities or the GE Warrants or the proposed issuance of the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Warrant Shares shall have been issued and no Proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject. (i) The Company shall have adopted and duly filed with the Secretary of State of Delaware the Series B Certificate of Designation, the Series C Certificate of Designation, and the Series D Certificate of Designation and each such Certificate shall have become effective under Delaware law. (j) The Company shall have delivered to the Purchasera Certificate, unless waived in writing by the Purchaser: (A) copies (certified by the Secretary executed on behalf of the Company) Company by its Secretary, dated as of the Closing Date, certifying the resolutions duly adopted by the Board of Directors of the Company, authorizing Company approving the execution, delivery and performance of transactions contemplated by this Agreement and the other agreements contemplated hereby;Transaction Documents, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (Bi) a copy (certified by The Purchaser shall have received an opinion from Bullivant Hxxxxx Xxxxxx, PC, the Secretary of the State of Delaware) of the certificate of incorporation Company's counsel, dated as amended through the date of the Closing Date, in form and a copy (certified by the Secretary of the Company) of the Company's Amended Bylaws as amended through the date of the Closing; and (C) such other documents relating substance reasonably acceptable to the Transaction Purchaser and addressing such legal matters as the Purchaser or the Purchaser's counsel may reasonably request. (kj) The Company No stop order or suspension of trading shall have (A) terminated been imposed by the Supplemental Service Fee described SEC or any other governmental or regulatory body with respect to public trading in the Proxy Statement and issued the Series C Preferred Stock in respect thereto and (B) issued the GE WarrantsCommon Stock. (l) The Company and the lender under the Credit Agreement shall have executed and delivered the Credit Facility and related documents.

CONDITIONS TO THE PURCHASER' OBLIGATIONS. The obligation obligations of the Purchaser to consummate accept the Closing transfer of the Mortgage Loans on the Closing each Note Purchase Date is shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) All representations and warranties of the Company Seller contained in this Loan Purchase Agreement and in the Transaction Documents shall be true and correct in all material respects at on the Execution Date and on each Note Purchase Date with the same effect as of the Closing Date as if though such representations and warranties were had been made at and as of the Closing Date, and the Company shall have performed in all material respects all agreements and covenants required hereby to be performed by it prior to or at the Closing Date. There shall be delivered to the Purchaser a certificate (signed by the President and Chief Executive Officer and the Secretary of the Company) to the foregoing effect.on such date; (b) All consents, approvals, Permits and waivers from Governmental Entities and other parties necessary information concerning the Mortgage Loans provided to permit the Purchaser shall be true and correct as of the Company to consummate the Closing shall have been obtained.related Note Purchase Date in all material respects; (c) The Company Seller shall have delivered to the Purchaser a Mortgage Loan Schedule with respect to the opinions Mortgage Loans as of XxXxxxxxx, Will & Xxxxx, special counsel for the Company, in related Note Purchase Date and shall have substantially performed all other obligations required to be performed by the form attached hereto as Exhibit I.provisions of this Loan Purchase Agreement; (d) Since The Seller shall have authorized the date Agent to have (and the Agent shall have) recorded and filed, at the Seller’s expense, any financing statement with respect to the Mortgage Loans and the other Mortgage Loans to be transferred from time to time to the Purchaser pursuant to this Loan Purchase Agreement meeting the requirements of this Agreementapplicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Mortgage Loans and the other Mortgage Loans from the Seller to the Purchaser, there and shall not have been any Material Adverse Effect on deliver a file-stamped copy of such financing statements or other evidence of such filings to the Company.Purchaser and the Agent; (e) All actions corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Loan Purchase Agreement shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have been taken by received from the Company and its Board Seller copies of Directors so thatall documents (including, immediately upon the Purchaser's purchase without limitation, records of the Securities, the Board of Directors shall consist of eight (8) directors, two (2corporate proceedings) of whom were elected by the holders of Series B Preferred Stock pursuant relevant to the Series B Certificate of Designation and one (1) of whom was elected by transactions herein contemplated as the holders of Series C Preferred Stock pursuant to the Series C Certificate of Designation.Purchaser may reasonably have requested; (f) The Amended Bylaws shall be in effect All respective conditions necessary to vest in the form set forth Purchaser good title, free and clear of all Liens (other than Liens permitted in Exhibit A hereto. (g) The Company shall have provided to the Purchaser a copy of the insurance policies together with the riders and schedules thereto which evidence compliance with the provisions set forth proviso contained in Section 6.7. (h4.01(r) No order enjoining the sale of the Securities or the GE Warrants or the proposed issuance of the Series C Preferred Stockhereof), the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Warrant Shares to its respective Mortgage Loans shall have been issued and no Proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subjectsatisfied. (i) The Company shall have adopted and duly filed with the Secretary of State of Delaware the Series B Certificate of Designation, the Series C Certificate of Designation, and the Series D Certificate of Designation and each such Certificate shall have become effective under Delaware law. (j) The Company shall have delivered to the Purchaser, unless waived in writing by the Purchaser: (A) copies (certified by the Secretary of the Company) of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; (B) a copy (certified by the Secretary of the State of Delaware) of the certificate of incorporation as amended through the date of the Closing and a copy (certified by the Secretary of the Company) of the Company's Amended Bylaws as amended through the date of the Closing; and (C) such other documents relating to the Transaction as the Purchaser or the Purchaser's counsel may reasonably request. (k) The Company shall have (A) terminated the Supplemental Service Fee described in the Proxy Statement and issued the Series C Preferred Stock in respect thereto and (B) issued the GE Warrants. (l) The Company and the lender under the Credit Agreement shall have executed and delivered the Credit Facility and related documents.

CONDITIONS TO THE PURCHASER' OBLIGATIONS. The obligation obligations --------------------------------------- of the Purchaser to consummate accept the Closing transfer of the Mortgage Loans on the Closing each Note Purchase Date is shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) All representations and warranties of the Company New Century Parties contained in this Loan Purchase Agreement and in the Transaction Documents shall be true and correct in all material respects at on the Execution Date and on each Note Purchase Date with the same effect as of the Closing Date as if though such representations and warranties were had been made at and as of the Closing Date, and the Company shall have performed in all material respects all agreements and covenants required hereby to be performed by it prior to or at the Closing Date. There shall be delivered to the Purchaser a certificate (signed by the President and Chief Executive Officer and the Secretary of the Company) to the foregoing effect.on such date; (b) All consents, approvals, Permits and waivers from Governmental Entities and other parties necessary information concerning the Mortgage Loans provided to permit the Purchaser shall be true and correct as of the Company to consummate the Closing shall have been obtained.related Note Purchase Date in all material respects; (c) The Company New Century Parties shall have delivered to the Purchaser a Mortgage Loan Schedule with respect to the opinions Mortgage Loans as of XxXxxxxxx, Will & Xxxxx, special counsel for the Company, in related Note Purchase Date and shall have substantially performed all other obligations required to be performed by the form attached hereto as Exhibit I.provisions of this Loan Purchase Agreement; (d) Since The New Century Parties shall have recorded and filed, at their expense, any financing statement with respect to the date Mortgage Loans and the other Mortgage Loans to be transferred from time to time to the Purchaser pursuant to this Loan Purchase Agreement meeting the requirements of this Agreementapplicable state law in such manner in such jurisdictions as are necessary to perfect the transfer of the Mortgage Loans and the other Mortgage Loans from the Sellers to the Purchaser, there and shall not have been any Material Adverse Effect on deliver a file-stamped copy of such financing statements or other evidence of such filings to the Company.Purchaser and the Agent; (e) All actions corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Loan Purchase Agreement shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have been taken by received from the Company and its Board New Century Parties copies of Directors so thatall documents (including, immediately upon the Purchaser's purchase without limitation, records of the Securities, the Board of Directors shall consist of eight (8) directors, two (2corporate proceedings) of whom were elected by the holders of Series B Preferred Stock pursuant relevant to the Series B Certificate of Designation and one (1) of whom was elected by transactions herein contemplated as the holders of Series C Preferred Stock pursuant to the Series C Certificate of Designation.Purchaser may reasonably have requested; and (f) The Amended Bylaws shall be in effect All respective conditions necessary to vest in the form set forth Purchaser good title, free and clear of all Liens (other than Liens permitted in Exhibit A hereto. (g) The Company shall have provided to the Purchaser a copy of the insurance policies together with the riders and schedules thereto which evidence compliance with the provisions set forth proviso contained in Section 6.7. (h4.01(q) No order enjoining the sale of the Securities or the GE Warrants or the proposed issuance of the Series C Preferred Stockhereof), the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares or the GE Warrant Shares to its respective Mortgage Loans shall have been issued and no Proceedings for such purpose shall be pending or threatened by the Commission or any commissioner of corporations or similar officer of any state having jurisdiction over the Transaction. At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subjectsatisfied. (i) The Company shall have adopted and duly filed with the Secretary of State of Delaware the Series B Certificate of Designation, the Series C Certificate of Designation, and the Series D Certificate of Designation and each such Certificate shall have become effective under Delaware law. (j) The Company shall have delivered to the Purchaser, unless waived in writing by the Purchaser: (A) copies (certified by the Secretary of the Company) of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; (B) a copy (certified by the Secretary of the State of Delaware) of the certificate of incorporation as amended through the date of the Closing and a copy (certified by the Secretary of the Company) of the Company's Amended Bylaws as amended through the date of the Closing; and (C) such other documents relating to the Transaction as the Purchaser or the Purchaser's counsel may reasonably request. (k) The Company shall have (A) terminated the Supplemental Service Fee described in the Proxy Statement and issued the Series C Preferred Stock in respect thereto and (B) issued the GE Warrants. (l) The Company and the lender under the Credit Agreement shall have executed and delivered the Credit Facility and related documents.