Common use of Exceptions to Representations and Warranties Clause in Contracts

Exceptions to Representations and Warranties. Pursuant to Section 5(b) of the Amendment of which this Schedule is a part and is incorporated by reference herein, the Company has agreed to prepay the Notes in an aggregate principal amount equal to $3.5 million on or prior to March 31, 2010 in the event neither a Qualified Public Offering nor the sale of Xxxxxx City occurs. Such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations are qualified in their entirety by reference to such conflict described in Section 5(b) of the Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b) of the Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that Section 5(b) of the Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.

Exceptions to Representations and Warranties. Pursuant to Section 5(b7(a) of the Amendment of which this Schedule is a part and is incorporated by reference hereinAmendment, the Company has agreed to prepay the Notes with the aggregate Put/Call Proceeds. To the extent any such prepayment does not equal or exceed the 5% Minimum Requirement (as defined in an aggregate principal amount equal to $3.5 million on or prior to March 31this Amendment), 2010 in the event neither a Qualified Public Offering nor the sale of Xxxxxx City occurs. Such such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations and warranties are qualified in their entirety by reference to such conflict described in Section 5(b) 5 of the this Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b7(a) of the this Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that a prepayment made pursuant to Section 5(b7(a) of the this Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.

Exceptions to Representations and Warranties. Pursuant to Section 5(b) 4 of the Amendment of which this Schedule is a part and is incorporated by reference herein, the Company has agreed to prepay the Notes in an aggregate principal amount equal to $3.5 million on or prior to March 31, 2010 the dates and in the event neither a Qualified Public Offering nor amounts set forth in Section 4 thereof. To the sale of Xxxxxx City occurs. Such extent any such prepayment does not equal or exceed the 5% Minimum Requirement (as defined in the Amendment), such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations and warranties are qualified in their entirety by reference to such conflict described in Section 5(b4(c) of the Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b) 4 of the Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that Section 5(b) 4 of the Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.

Exceptions to Representations and Warranties. Pursuant to Section 5(b) 4 of the Amendment of which this Schedule is a part and is incorporated by reference hereinSecond Amendment, the Company has agreed to prepay the Notes in an aggregate principal amount equal to $3.5 million on or prior to March 31, 2010 the dates and in the event neither a Qualified Public Offering nor amounts set forth in Section 4 thereof. To the sale of Xxxxxx City occurs. Such extent any such prepayment did not equal or exceed the 5% Minimum Requirement (as defined in this Amendment), such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations and warranties are qualified in their entirety by reference to such conflict described in Section 5(b4(c) of the Second Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b) 4 of the Second Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that Section 5(b) 4 of the Second Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.