Common use of Second Closing Deliveries Clause in Contracts

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer 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, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (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 representations set forth in Sections 5, 7, 8, 9, 10, 11, 12 and 13 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or an event that with the passage of time or the giving of notice is reasonably likely to become an Event of Default has not occurred. A legal opinion identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, shall be delivered to each Subscriber on the Second Closing Date (“Second Closing Legal Opinion”).

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer and 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 Date, as if such representations and warranties were made and given on all such dates, dates except for changes that do not constitute a Material Adverse EffectEvent [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 representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 and 13 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or as described in Section 1(d) above nor an event that with the passage of time or the giving of notice is reasonably likely to could become an such Event of Default Default, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, Agreement shall be delivered to each Subscriber on at the Second Closing Date in relation to the Company, Second Closing Notes, and Second Closing Warrants (“"Second Closing Legal Opinion”").

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer 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, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (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 representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 and 13 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or an event that with the passage of time or the giving of notice is reasonably likely to could become an Event of Default except as described in Section 1(c) above, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, Agreement shall be delivered to each Subscriber on at the Second Closing Date in relation to the Company, Second Closing Notes and Second Closing 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 and 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 Date, as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (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 representations conditions set forth in Sections 3, 5, 6, 7, 8, 9, 10, 11, 12 10 and 13 11 of this Agreement in relation to the Second Closing Date, Date and Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or an event that with the passage of time or the giving of notice is reasonably likely to become an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, Agreement shall be delivered to each Subscriber on at the Second Closing Date in relation to the Company, and Second Closing Notes (“"Second Closing Legal Opinion”").