Common use of Second Closing Deliveries Clause in Contracts

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes to the Escrow Agent and each Subscriber will deliver his portion of the Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 3, 5, 6, 7, 8, 9 and 10 of this Agreement in relation to the Second Closing Date and Second Closing Notes, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, and Second Closing Notes (“Second Closing Legal Opinion”).

Second Closing Deliveries. On or before the Second Closing Date, the Company will deliver the Second Closing Notes to the Escrow Agent Subscriber and each Subscriber will deliver his portion of the Second Closing Purchase Price to the Escrow AgentSubscriber. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 39, 510, 611, 7, 8, 9 and 10 12 of this Agreement in relation to the Second Closing Date and Second Closing Notes, (iii) representing the timely compliance by the Company with the Company's registration obligations set forth in Section 11 of this Agreement, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to substantially in the form of the legal opinion referred to in Section 5 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Company and Second Closing Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes to the Escrow Agent and each Subscriber will deliver his portion of the Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date and the Second Closing Date, as if such representations and warranties were made and given on all each of such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 39, 510, 611, 7, 8, 9 and 10 12 of this Agreement in relation to the Second Closing Date and Second Closing Notes, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Company and Second Closing Notes (“"Second Closing Legal Opinion”"). The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes to the Escrow Agent and each Subscriber will deliver his portion of the Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date Date, and the Second Closing Date, as if such representations and warranties were made and given on all such datesdates except for changes that do not constitute a Material Adverse Event [as defined in Section 5(a)], (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, (iii) adopting and renewing the covenants and conditions representations set forth in Sections 3, 5, 6, 7, 8, 9 10, 11, and 10 12 of this Agreement in relation to the Second Closing Date Date, Second Closing Notes, and Second Closing NotesWarrants, and (iv) certifying that an Event of Default as described in Section 1(d) above nor an event that with the passage of time or the giving of notice could become such Event of Default, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Notes Warrants (“"Second Closing Legal Opinion”").

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his its portion of the Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy in all material respects of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 39, 510, 611, 7, 8, 9 and 10 12 of this Agreement in relation to the Second Closing Date Notes and Second Closing NotesWarrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) certifying that an Event of Default Default, as defined in the Note and this Agreement, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Notes Warrants (“Second Closing Legal Opinion”).

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes to the Escrow Agent and each Subscriber will deliver his portion of the Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 3, 5, 6, 7, 8, 9 9, 10 and 10 11 of this Agreement in relation to the Second Closing Date and Second Closing Notes, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, and Second Closing Notes (“"Second Closing Legal Opinion”").

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 3, 54, 6, 7, 8, 9 8, 10, and 10 11 of this Agreement in relation to the Second Closing Date Date, Second Closing Notes and Second Closing NotesWarrants, and (iv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 5 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Notes Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in the registration statement filed as of the Actual Filing Date.