Due Diligence. Lender may audit Borrower’s Receivables and any and all records pertaining to the Collateral, at Lender’s sole discretion and at Borrowers expense, provided, an audit must be completed at least once every twelve months. Lender may at any time and from time to time contact Account Debtors and other persons obligated or knowledgeable in respect of Receivables to confirm the Receivable Amount of such Receivables, to determine whether Receivables constitute Eligible Receivables, and for any other purpose in connection with this Agreement. If any of the Collateral or Borrower's books or records pertaining to the Collateral are in the possession of a third party, Borrower authorizes that third party to permit Lender or its agents to have access to perform inspections or audits thereof and to respond to Lender's requests for information concerning such Collateral and records.

Due Authorization. All requisite corporate acts and proceedings have been done and taken by the Company to authorize the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder

Due Authorization. Such Sangre Member has approved this Agreement and duly authorized the execution and delivery hereof. Such Sangre Member has full power and authority under the laws of the jurisdictions of residence thereof to execute, deliver, and perform the obligations under this Agreement and the transactions contemplated hereby and in connection herewith. Such Sangre Member, if an individual, has reached the age of majority under applicable law and is not insolvent.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Due Authorization. ​ has the legal capacity and authority to enter into this Agreement. All actions on ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Purchase and Sale. Subject to the terms and conditions of this Agreement, the ​ agrees to purchase from AVRS, and AVRS agrees to sell to the ​, 200,000 shares of the common stock of AVRS, referred to as the “Shares”. This agreement does not apply to, and no referral fee shall be owed in connection with any proposed consultant agreements.

On the date within the Purchase Option Period specified by the Purchasing Parties in the Purchase Option Notice (which shall not be less than five (5) Business Days, nor more than ten (10) Business Days, after the receipt by First Lien Agent of the Purchase Option Notice), the First Lien Secured Parties shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to the Purchasing Parties, and the Purchasing Parties shall purchase from the First Lien Secured Parties, all of the First Lien Debt (the “First Lien Debt Purchase”). Notwithstanding anything to the contrary contained herein, in connection with any such purchase and sale, the First Lien Secured Parties shall retain all rights under the First Lien Documents to be indemnified or held harmless by Grantors in accordance with the terms thereof (the “Retained First Lien Obligations”).

Notice of Sale. Except as otherwise required by applicable Law, in the event that Guarantor is entitled to receive any notice under the UCC of the sale or other disposition of any collateral securing all or any part of the Guaranteed Obligations or this Guaranty, reasonable notice shall be deemed given when such notice is deposited in the United States mail, postage prepaid, at the address for Guarantor set forth above, ten (10) days prior to the date any public sale, or after which any private sale, of any such collateral is to be held; provided, however, that notice given in any other reasonable manner or at any other reasonable time shall be sufficient.

Sale of Loan. The Borrowers acknowledge and agree that the Lender, or the Agent acting on behalf of the Lender (and at any time there is more than one Lender, each Lender), shall have the right to # sell or otherwise transfer the Note or any portion thereof, # sell all or otherwise transfer any portion of the Loan and the Loan Documents, or # issue or sell one or more participation interests in the Note, in each case without the consent of any Borrower or any other Person (such sales, restructuring and/or participations, each, a “Sale Transaction”).

Sale of Property/Lots. Seller agrees to sell and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, certain property more particularly described as follows: