Common use of CONDITIONS TO CLOSING OF PURCHASER Clause in Contracts

CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase shares at the Closing is subject to fulfillment or waiver as of the Closing Date of the following conditions: (a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects. (c) The Purchaser shall have received a legal opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP counsel to the Company, in substantially the form of Exhibit A. (d) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission.

CONDITIONS TO CLOSING OF PURCHASER. The Purchaser's obligation to purchase shares at the Closing is subject to fulfillment or waiver as of the Closing Date of the following conditions: (a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date date with the same force and effect as if they had been made on and as of said date. (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all respects. (c) The Purchaser shall have received a legal opinion of Palm▇▇▇▇▇▇▇, Procter ▇ & ▇▇▇▇ LLP odge LLP, counsel to the Company, in substantially the form of Exhibit EXHIBIT A. (d) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission.