Common use of CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser to purchase Shares at a Closing is subject to the fulfillment or the waiver, of each of the following conditions on or before the applicable Closing: (A) The representations and warranties contained in Section 3 shall be true and correct on and as of the applicable Closing Date except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date). (B) The Company shall have delivered to the Purchaser: (i) certificates, as of a recent practicable date, as to the corporate good standing of the Company issued by the Secretaries of State of the States of Delaware and California and the Secretary of each other State in which the Company is qualified to do business, (ii) a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to the effect that the representations and warranties of the Company set forth in Section 3 hereof are true and correct in all respects on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Company has otherwise complied in all material respects with all of its obligations under this Agreement and the Collaboration Agreement, and (iii) a certificate of the Secretary or Assistant Secretary of the Company, dated as of the applicable Closing Date, certifying as to (a) the By-Laws of the Company, (b) the signatures and titles of the officers of the Company executing this Agreement, and (c) resolutions of the Board of the Company, authorizing and approving all matters in connection with this Agreement which have not been revoked. (C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if any. (D) The Company shall have delivered to the Purchaser an opinion of counsel, dated as of the applicable Closing Date, in the form attached hereto as Exhibit B. (E) The Collaboration Agreement shall not have terminated effective as of the date of such Closing.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The Purchaser’s obligation to consummate the purchase of the Purchaser to purchase Purchase Shares at a Closing hereunder is subject to the fulfillment fulfilment, prior to or at the waiverClosing, of each of the following conditions on or before the applicable Closingconditions: (Ai) The representations and warranties contained of the Sellers were true and correct in Section 3 all material respects when made and shall be true and correct on and in all material respects at the Closing as of though made again at the applicable Closing Date (except for to the extent such representations and warranties that speak only as of a specific expressly relate to an earlier date, including the date (hereof, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). (Bii) The Company Sellers shall have performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing in all material respects. (iii) An unconditional release of any charge or pledge over the Purchase Shares shall have been obtained prior to Closing, or Sellers have delivered written certification to the Purchaser confirming that no such charge or pledge exists (the "Pledge Release"). (iv) Prior to Closing, the Sellers shall have obtained written confirmations from banks or any other parties, for release of any corporate guarantee given by the Company to any party and delivered copies thereof to the Purchaser: (i) certificates, as of a recent practicable dateor, as if no such corporate guarantees were given, Sellers have delivered written certification to the corporate good standing Purchaser confirming that no such guarantee exists. (v) The Sellers shall provide to the Purchaser the balance sheet of the Company issued by as at the Secretaries of State of the States of Delaware and California and the Secretary of each other State in which the Company is qualified to do business, (ii) a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to as certified by the effect that the representations chief executive officer and warranties of the Company set forth in Section 3 hereof are true and correct in all respects on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Company has otherwise complied in all material respects with all of its obligations under this Agreement and the Collaboration Agreement, and (iii) a certificate of the Secretary or Assistant Secretary chief financial officer of the Company, dated as and a written confirmation signed by the chief executive officer and chief financial officer of the applicable Company immediately prior to the Closing that debts previously owed by the Company to any of its subsidiaries or Affiliates, until the Closing Date, certifying as to (a) have been repaid through the By-Laws of the Company, (b) the signatures and titles of the officers of the Company executing this Agreement, and (c) resolutions of the Board of the Company, authorizing and approving all matters in connection with this Agreement which have not been revokedbanking system. (C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if any. (D) The Company shall have delivered to the Purchaser an opinion of counsel, dated as of the applicable Closing Date, in the form attached hereto as Exhibit B. (E) The Collaboration Agreement shall not have terminated effective as of the date of such Closing.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The obligation of the Purchaser hereunder to purchase exchange the Exchangeable Notes for the Preferred Shares at a on the Closing Date is subject to the fulfillment satisfaction, at or before the waiverClosing Date, of each of the following conditions, provided that these conditions on or before are for the applicable ClosingPurchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (Aa) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser or caused its transfer agent to deliver to the Purchaser an account statement evidencing the issuance of the Preferred Shares. (c) Company shall have delivered executed Transaction Documents, or such other instruments as contemplated by this Agreement. (d) The Company shall have delivered Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, to its Transfer Agent and the same shall have acknowledged in writing by Company’s Transfer Agent. (e) The representations and warranties contained in Section 3 of the Company shall be true and correct on in all material respects as of the date when made and as of the applicable each Closing Date Date, as though made at such time (except for representations and warranties that speak only as of a specific date (date, which shall be true and correct as of such specific date). (B) The and the Company shall have delivered to the Purchaser: (i) certificatesperformed, as of a recent practicable date, as to the corporate good standing of the Company issued by the Secretaries of State of the States of Delaware satisfied and California and the Secretary of each other State in which the Company is qualified to do business, (ii) a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to the effect that the representations and warranties of the Company set forth in Section 3 hereof are true and correct in all respects on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Company has otherwise complied in all material respects with all of its obligations under the covenants, agreements and conditions required by this Agreement and the Collaboration Agreementto be performed, and (iii) a certificate of the Secretary satisfied or Assistant Secretary of the Company, dated as of the applicable Closing Date, certifying as to (a) the By-Laws of the Company, (b) the signatures and titles of the officers of complied with by the Company executing this Agreement, and (c) resolutions of the Board of the Company, authorizing and approving all matters in connection with this Agreement which have not been revoked. (C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if anyeach Closing Date. (Df) The No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the Exchange Act reporting status of the Company or the failure of the Company to be timely in its Exchange Act reporting obligations. (h) Company shall have delivered to the Purchaser an opinion (i) a certificate evidencing the formation and good standing of counselCompany and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date; (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Closing Date and again as of the applicable Closing Date, in the form attached hereto as Exhibit B. (E) The Collaboration Agreement shall not have terminated effective as of the date of such Closing.

CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE. The In addition to all other conditions set forth herein, the obligation of the Purchaser to purchase Shares at a Closing is subject to consummate the fulfillment or transaction contemplated hereunder shall be contingent upon the waiver, of each of the following conditions on or before the applicable Closingfollowing: (Ai) The Seller's representations and warranties contained in Section 3 shall be true and correct on and as of the applicable Closing Date except for representations and warranties that speak only as of a specific date (which herein shall be true and correct as of such date). (B) The Company shall have delivered to the Purchaser: (i) certificates, as date of a recent practicable date, as to the corporate good standing of the Company issued by the Secretaries of State of the States of Delaware and California and the Secretary of each other State in which the Company is qualified to do business, (ii) a certificate executed by its Chief Executive Officer or Chief Financial Officer, dated as of the applicable Closing Date, to the effect that the representations and warranties of the Company set forth in Section 3 hereof are true and correct in all respects on and as of the applicable Closing Date (except for representations and warranties that speak only as of a specific date (which shall be true and correct as of such date)) and that the Company has otherwise complied in all material respects with all of its obligations under this Agreement and the Collaboration AgreementClosing Date; (ii) As of the Closing Date, the Seller shall have performed its obligations hereunder and all deliveries to be made by the Seller at Closing have been tendered; (iii) a certificate As of the Secretary or Assistant Secretary of the Company, dated as of the applicable Closing Date, certifying as no action or proceeding by or before any governmental authority shall have been instituted or threatened (unless dismissed, settled or otherwise terminated prior to Closing) which is reasonably expected to restrain, prohibit or invalidate the transactions contemplated by this Agreement; (aiv) the By-Laws As of the Company, (b) the signatures and titles of the officers of the Company executing this Agreement, and (c) resolutions of the Board of the Company, authorizing and approving all matters in connection with this Agreement which have not been revoked. (C) The satisfaction, at or prior to the applicable Closing, of all applicable requirements of the HSR Act, including the expiration or early termination of any HSR Act waiting period, if any. (D) The Company shall have delivered to the Purchaser an opinion of counsel, dated as of the applicable Closing Date, Seller shall not be in material default under any Service Contract to be assigned to, or obligation to be assumed by, Purchaser under this Agreement; (v) At Closing, the Title Company shall deliver to Purchaser an ALTA Owner's Policy of title insurance in the form attached hereto as Exhibit B. (E) The Collaboration Agreement shall not have terminated effective as amount of the date Purchase Price, insuring Purchaser as owner of such good, marketable and indefeasible fee simple title to the Owned Land and as owner of the ▇▇▇▇▇▇▇ Leasehold in the real property which is subject to ▇▇▇▇▇▇▇ Lease, subject only to the Permitted Exceptions (the "TITLE POLICY") or an unconditional written commitment to issue same promptly after Closing., on, if the Title Company agrees, ALTA Form Revised 10-17-70 and 10-17-84 or current form with the creditors' rights exclusion deleted, and with ALTA General Exceptions 1 through 5 on Schedule B-2 deleted, and with the following amendments or endorsements, if available: (1) the exception for parties in possession shall be limited to tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Premises; (2) owner's comprehensive; (3) access; (4) survey (accuracy of survey); (5) location (survey legal matches title legal);