Each Closing. Upon satisfaction of the conditions set forth in Section 2.1(b), each Closing ("Closing") shall occur at the offices of the Escrow Agent at which the Escrow Agent (x) shall release the Shares purchased and the Warrants (as to the first Closing) to the Investors and (y) shall release the Purchase Price (after all fees have been paid as set forth in the Escrow Agreement), pursuant to the terms of the Escrow Agreement.
Each Closing. Upon satisfaction of the conditions set forth in Section 2.2, each Closing shall occur at the offices of the Escrow Agent, or such other location as the parties shall mutually agree.
Each Closing. Upon satisfaction of the conditions set forth in Section 2.1(b), the Closings shall occur at the offices of the Escrow Agent at which time the Escrow Agent (x) shall release the Convertible Debentures and the Warrants to the Investors, and (y) shall release the Purchase Price (after all fees have been paid as set forth in the Escrow Agreement), pursuant to the terms of the Escrow Agreement.
Each Closing. Each Closing shall take place at the offices of FW or at such other location as the parties may agree.
Each Closing. The Company's obligation to issue and sell the Firm Shares or Option Shares, as applicable, at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:
Each Closing. Provided that Escrow has received the documents, instruments and funds described herein and Xxxxxx has not received written notice from either Buyer or Seller that any of the applicable conditions to Closing set forth herein have not been satisfied or waived or that any of the representations and warranties made by either Buyer or Seller are untrue in a material respect either as of the Effective Date or as of the relevant closing date, then Escrow is authorized and instructed on each of the closing dates to deliver the balance of the Purchase Price to Seller and deliver to the Buyer one original Bill of Sale, the original Official Assignment, the Seller resolutions (for the first closing), and a copy of the executed Closing Statement.
Each Closing. The obligation of each Purchaser to consummate each of the First Closing and the Second Closing, respectively, in accordance with the terms of this Agreement is subject to the satisfaction (or waiver in writing by such Purchaser) at or prior to such Closing of the conditions set forth below.
(a) Since September 26, 2007 through the applicable Closing Date, there shall not have been an event, change, effect, development or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Company Group.
(b) The representations and warranties of the Company set forth in (i) Sections 5.1, 5.2 and 5.4 shall be true and correct in all material respects as of the date hereof and as of date of such Closing, as though made on and as of such Closing, and (ii) this Agreement (other than those described in clause (i) above) shall be true and correct (without giving effect to materiality or “Material Adverse Effect”qualifiers) in all respects as of the date hereof and as of the date of such Closing, as though made on and as of such date (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct in all respects as of such date), in the case of this clause (ii), except as would not reasonably be expected to have a Material Adverse Effect on the Company, and the Company shall have performed or complied in all material respects with all obligationsand covenants required by this Agreement to be performed or complied with by the Company prior to such Closing.
(c) The representations and warranties of CAC, Intermediate and EPL set forth in (i) Sections 6.1, 6.2 and 6.12(i) shall be true and correct in all material respects as of the date hereof and as of date of such Closing, as though made on and as of such Closing (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct in all respects as of such date), and (ii) this Agreement (other than those described in clause (i) above) shall be true and correct (without giving effect to materiality or “Material Adverse Effect”qualifiers) in all respects as of the date hereof and as of the date of such Closing, as though made on and as of such date (except for any representation or warranty that expressly relates to another date, which representation and warranty shall be true and correct inall respe...
Each Closing. Upon satisfaction of the conditions set forth in Section 1.1(b), each Closing shall occur at the offices of Xxxxxxx & Associates, Counselors at Law, P.C. located at 00 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or such other location as the parties shall mutually agree.
Each Closing. The closing for the purchase and sale of each Loan or group of Loans shall take place on the respective Purchase Date. The closing shall be either by telephone, confirmed by letter,