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

Conditions to the Seller’s Obligation. The obligation of the Seller hereunder to issue and sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Seller's sole benefit and may be waived by the Seller at any time in its sole discretion: a. Buyer shall have executed this Agreement, and delivered the same to the Seller. b. Buyer shall have delivered and the Purchase Price shall have been received in accordance with Section 1 and paid at a Closing. c. The representations and warranties of Buyer shall be true and correct in all material 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), and 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 Buyer at or prior to the Closing Date. d. No undisclosed 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 the Seller’s Obligation. The obligation of the Seller hereunder to issue and sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Seller's ’s sole benefit and may be waived by the Seller at any time in its sole discretion: a. Buyer shall have executed this Agreement, and delivered the same to the Seller. b. Buyer shall have delivered and the Purchase Price shall have been received in accordance with Section 1 and paid at a Closing. c. The representations and warranties of Buyer shall be true and correct in all material 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), and 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 Buyer at or prior to the Closing Date. d. No undisclosed 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 SPA.061013 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 the Seller’s Obligation. The Sellers’ obligation of to consummate the Seller hereunder transactions to issue and sell the Securities to Buyer at be performed by them in connection with the Closing is subject to the satisfaction, at or before the Closing Date of each satisfaction of the following conditions thereto, provided that these conditions are for the Seller's sole benefit and may be waived by the Seller at any time in its sole discretiondeliveries: a. Buyer shall have executed this Agreement, and delivered (a) the same to the Seller. b. Buyer shall have delivered and the Purchase Price shall have been received in accordance with Section 1 and paid at a Closing. c. The representations and warranties of Buyer set forth in Section 4 above shall be true and correct in all material respects as of the date when made at and as of the Closing Date as though made at that time Date; (except for representations and warranties that speak as of a specific date), and b) the Buyer shall have performed, satisfied performed and complied with all of its covenants hereunder in all material respects with through the covenantsClosing; (c) there shall not be any injunction, agreements and conditions required by this Agreement to be performedjudgment, satisfied or complied with by Buyer at or prior to the Closing Date. d. No undisclosed litigation, statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall have been enacted, entered, promulgated or endorsed by or charge in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the effect preventing consummation of any of the transactions contemplated by this Agreement; (d) the Buyer shall have delivered to the Sellers a certificate to the effect that each of the conditions specified above in Section 7.2(a)-(c) is satisfied in all respects; (e) the Company and the Buyer shall have received all other authorizations, consents, and approvals of Government Bodies; (f) a certificate of incorporation, or its equivalent, and certificate of good standing and/or existence of the Buyer certified by an appropriate authority of the Government Body issuing such certificate in the jurisdiction of each entity’s creation, formation, or organization and in any other jurisdiction where such entity is qualified to do business; (g) a certificate of a secretary or assistant secretary of the Buyer certifying to the Buyer’s organizational documents, including its bylaws, and the resolutions of the board of directors of the Buyer approving this Agreement and the transactions contemplated hereby; (h) all actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Sellers.

Conditions to the Seller’s Obligation. The obligation of the Seller hereunder to issue and sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Seller's ’s sole benefit and may be waived by the Seller at any time in its sole discretion: a. Buyer shall have executed this Agreement, and delivered the same to the Seller. b. Buyer shall have delivered and the Purchase Price shall have been received in accordance with Section 1 and paid at a Closing. c. The representations and warranties of Buyer shall be true and correct in all material 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), and 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 Buyer at or prior to the Closing Date. d. No undisclosed 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.