Common use of Sale and Purchase of the Notes; Closing; Issuance of Initial Warrants Clause in Contracts

Sale and Purchase of the Notes; Closing; Issuance of Initial Warrants. (a) In reliance upon the Purchasers’ several representations made in Section 1.4 hereof and subject to the terms and conditions set forth in the Note Documents, the Company hereby agrees to sell to the Purchasers the Xxxxx.Xx reliance upon the representations and warranties of the Company contained in the Note Documents, and subject to the terms and conditions set forth herein and therein, the Purchasers hereby agree to purchase the Notes from the Company as described in Section 1.2(b). Having considered all facts relevant to a determination of the value of the Notes being acquired by the Purchasers on the date hereof, the Company and the Purchasers have concluded and do hereby agree that, within the meaning of Section 1273 of the Code, the issue price for each Note is as set forth in Schedule 1.2A. The parties hereto recognize that this Agreement creates original issue discount as set forth in Schedule 1.2A to be taken into account by each Purchaser and the Company for United States federal income tax purposes on the respective Notes, and they agree to adhere to this Agreement for such purposes and not to take any action inconsistent herewith. The inclusion of the foregoing provisions is not an admission by any Purchaser that it is subject to United States taxation.

Sale and Purchase of the Notes; Closing; Issuance of Initial Warrants. (a) In reliance upon the Purchasers’ Purchasers several representations made in Section 1.4 hereof and subject to the terms and conditions set forth in the Note Documents, the Company hereby agrees to sell to the Purchasers the Xxxxx.Xx Notes. In reliance upon the representations and warranties of the Company contained in the Note Documents, and subject to the terms and conditions set forth herein and therein, the Purchasers hereby agree to purchase the Notes from the Company as described in Section 1.2(b). Having considered all facts relevant to a determination of the value of the Notes being acquired by the Purchasers on the date hereof, the Company and the Purchasers have concluded and do hereby agree that, within the meaning of Section 1273 of the Code, the issue price for each Note is as set forth in Schedule 1.2A. The parties hereto recognize that this Agreement creates original issue discount as set forth in Schedule 1.2A to be taken into account by each Purchaser and the Company for United States federal income tax purposes on the respective Notes, and they agree to adhere to this Agreement for such purposes and not to take any action inconsistent herewith. The inclusion of the foregoing provisions is not an admission by any Purchaser that it is subject to United States taxation.