Common use of First Purchase Clause in Contracts

First Purchase. On the Closing Date: (a) The Purchaser shall have received from the Company the following documents: (i) a good standing certificate of the Company issued by the Secretary of State of Maryland and the Secretary of State of each state in which the Company owns any property, except for any state in which the failure of the Company to be in good standing will not have a Material Adverse Effect; (ii) Articles of Incorporation of the Company, and all amendments and supplements thereto, certified by the Maryland Secretary of State; (iii) Bylaws of the Company, as amended, certified as true and correct by a Responsible Officer of the Company; and (iv) the resolutions adopted by the Board of Directors of the Company authorizing its execution, delivery and performance of its obligations under this Agreement, certified by the Secretary of the Company. (b) The Purchaser shall have received an opinion of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP or other counsel to the Company reasonably satisfactory to Purchaser dated the Closing Date in form and substance reasonably satisfactory to Purchaser addressing the matters set forth in Exhibit D hereto. (c) The Purchaser and the Company shall have entered into the Registration Rights Agreement.

First Purchase. On the Closing Date: (a) The Purchaser shall have received from the Company the following documents: (i) a good standing certificate of the Company issued by the Secretary of State of Maryland and the Secretary of State of each state in which the Company owns any property, except for any state in which the failure of the Company to be in good standing will not have a Material Adverse Effect; (ii) Articles of Incorporation Charter of the Company, and all amendments and supplements thereto, certified by the Maryland Secretary of State; (iii) Bylaws of the Company, as amended, certified as true and correct by a Responsible Officer of the Company; and (iv) the resolutions adopted by the Board of Directors of the Company authorizing its execution, delivery and performance of its obligations under this Agreement, certified by the Secretary of the Company. (b) The Purchaser shall have received an opinion of Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP or other counsel to the Company reasonably satisfactory to Purchaser dated the Closing Date in form and substance reasonably satisfactory to Purchaser addressing the matters set forth in Exhibit D hereto. (c) The Purchaser and the Company shall have entered into the Registration Rights Agreement.