TO A BUYER.
ACCORDINGLY, THE COMPANY
ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A BREACH OF ITS OBLIGATIONS UNDER THIS
SECTION 5(B) WILL BE INADEQUATE AND AGREES, IN THE EVENT OF A BREACH OR
THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION 5(B), THAT A
BUYER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES, TO AN
ORDER AND/OR INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE ISSUANCE
AND TRANSFER, WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY
BOND OR OTHER SECURITY BEING REQUIRED.
6.
CLOSING CONDITIONS OF THE COMPANY.
The obligation of the Company hereunder to issue and sell the Notes to each
Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are
for the Company's sole benefit and may
be waived by the Company at any time in its sole discretion by providing each
Buyer with prior written notice thereof:
(I)
SUCH BUYER SHALL HAVE EXECUTED
EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND DELIVERED THE SAME
TO THE COMPANY.
(II)
SUCH BUYER AND EACH OTHER BUYER
SHALL HAVE DELIVERED TO THE COMPANY THE PURCHASE PRICE (LESS, IN THE CASE OF
INTERLACHEN, THE AMOUNTS WITHHELD PURSUANT TO SECTION 4(G)) FOR THE NOTES BEING
PURCHASED BY SUCH BUYER AT THE CLOSING BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS PURSUANT TO THE WIRE INSTRUCTIONS PROVIDED BY THE COMPANY.
(III)
THE REPRESENTATIONS AND WARRANTIES OF
SUCH BUYER SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE
WHEN MADE AND AS OF THE CLOSING DATE AS THOUGH MADE AT THAT TIME (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE), AND SUCH BUYER
SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED,
SATISFIED OR COMPLIED WITH BY SUCH BUYER AT OR PRIOR TO THE CLOSING DATE.
7.
CLOSING CONDITIONS OF THE BUYERS.
The obligations of each Buyer under this Agreement are subject to the
satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for each Buyer's sole benefit and
may be waived by such Buyer at any time in its sole discretion by providing the
Company with prior written notice thereof:
(I)
THE COMPANY SHALL HAVE DULY
EXECUTED AND DELIVERED TO SUCH BUYER (A) EACH OF THE TRANSACTION DOCUMENTS AND
(B) THE NOTES (IN SUCH PRINCIPAL AMOUNTS AS SUCH BUYER SHALL REQUEST IN AN
AGGREGATE AMOUNT UP TO $8,500,000) BEING ISSUED TO SUCH BUYER AT THE CLOSING
PURSUANT TO THIS AGREEMENT AND EACH OF THE TRANSACTION DOCUMENTS AND THE NOTES
SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT.
(II)
SUCH BUYER SHALL HAVE RECEIVED THE
OPINION OF SICHENZIA ROSS FRIEDMAN FERENCE LLP, THE COMPANY'S OUTSIDE COUNSEL,
SATISFACTORY TO SUCH BUYER IN ITS DISCRETION, DATED AS OF THE CLOSING DATE.
(III)
THE COMPANY SHALL HAVE DELIVERED