Common use of Conditions of Obligations of the Company Clause in Contracts

Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived by the Company: (a) The representations and warranties of Parent set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except if and to the extent any failures to be true and correct would not, in the aggregate, have a Parent Material Adverse Effect. (b) From the date of this Agreement through the Closing Date, except as set forth in Section 4.07 of the Parent Disclosure Schedule, Parent shall not have suffered any Parent Material Adverse Effect (other than changes generally affecting the industries in which Parent operates, including changes due to actual or proposed changes in law or regulation). (c) Parent shall have performed all obligations, including but not limited to those obligations described in Section 5.03, required to be performed by it under this Agreement at or prior to the Closing Date, except where any failures to perform would not, in the aggregate, have a Parent Material Adverse Effect. (d) At the Closing, Parent and Acquisition Sub shall have furnished the Company with copies of resolutions duly adopted by their respective Boards of Directors approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of this Agreement, such resolutions to be certified by the Secretary or Assistant Secretary of Parent. (e) At the Closing, the Parent shall have furnished the Company with an opinion, dated the Closing Date, of counsel to the Parent and Acquisition Sub, in form and substance satisfactory to the Company and its counsel, to the effect that: (i) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Mexico; (ii) Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota, and each of Parent's other subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iii) each of Parent and each of its subsidiaries has the corporate power to carry on its businesses as they are being conducted on the Closing Date; (iv) the authorized capital stock of Parent consists of Fifty Million (50,000,000) Parent Common Shares and Five Hundred Thousand (500,000) Parent Preferred Shares. All Parent Common Shares and Parent Preferred Shares issued and outstanding on the Closing Date including, without limitation, the Series D Preferred Shares issued pursuant to the Merger, are validly issued and outstanding, fully paid and non-assessable and that between the date hereof and the Closing Date no additional Parent Common Shares or Parent Preferred Shares have been issued (except for the Series D Preferred Shares issued pursuant to the Merger) and none of such issued and outstanding shares were issued in violation of any preemptive rights of stockholders of Parent; (v) Parent and Acquisition Sub has each taken all required corporate action to approve and adopt this Agreement and this Agreement is a valid and binding obligation of the each, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vi) the execution and delivery of this Agreement by each of the Parent and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement by each will not, constitute (A) a breach or violation of, or a default under, the charter or bylaws of either, or (B) a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation now in effect applicable to either or their respective properties known to such counsel, or any agreement, indenture, mortgage, lease or other instrument of either or to which either is subject and in each case known to such counsel; (vii) all filings required to be made by each prior to the Effective Time with, and all consents, approvals, permits or authorizations required to be obtained by each prior to the Effective Time from, governmental and regulatory authorities of the United States and the State of Minnesota in connection with the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by each, have been so made or obtained, as the case may be. In rendering the foregoing opinion (the "Primary Parent Opinion"), such counsel may rely on certificates of officers and other agents of Parent or Acquisition Sub and public officials as to matters of fact and, as to matters relating to the law of jurisdictions other than New Mexico, upon opinions of counsel of such other jurisdictions reasonably satisfactory to Parent and its counsel, provided such reliance is expressly noted in the Primary Parent Opinion and the opinions of such other counsel and the certificates of such officers, agents and public officials relied on are attached to the Primary Parent Opinion. All actions, proceedings, instruments and documents required to carry out this Agreement, or incidental hereto, and all other legal matters shall have been approved by counsel to the Company, and such counsel shall have received all documents, certificates and other papers reasonably requested by it in connection therewith.

Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived by the Company: (a) The representations and warranties of Intracel Parent and Intracel Acquisition Sub set forth in this Agreement shall be true and correct as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except if and to the extent any failures to be true and correct would not, in the aggregate, have a Parent Material Adverse EffectEffect on Intracel Parent. (b) From the date of this Agreement through the Closing Date, except as set forth in Section 4.07 5.06 of the Intracel Parent Disclosure Schedule, Intracel Parent shall not have suffered any adverse changes in its business, operations or financial condition which are material to Intracel Parent Material Adverse Effect and its subsidiaries taken as a whole (other than changes generally affecting the industries in which Intracel Parent operates, including changes due to actual or proposed changes in law or regulation). (c) Intracel Parent and Intracel Acquisition Sub shall have performed all obligations, including but not limited to those obligations described in Section 5.03, required to be performed by it under this Agreement at or prior to the Closing DateDate in all material respects, except where any failures to perform would not, in other than the aggregate, have a Parent Material Adverse Effectfiling of the Certificate of Merger. (d) At the Closing, Intracel Parent and Intracel Acquisition Sub shall have furnished the Company with copies of (i) resolutions duly adopted by their respective Boards of Directors approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of this Agreement, (ii) the resolutions duly adopted by the shareholders of Intracel Parent approving the issuance of Intracel Parent Shares and the amendment to the Certificate of Incorporation of Intracel Parent, such resolutions to be certified by the Secretary or Assistant Secretary of Parent. (e) At the Closing, the Parent shall have furnished the Company with an opinion, dated the Closing Date, of counsel to the Parent and Acquisition Sub, in form and substance satisfactory to the Company and its counsel, to the effect that: (i) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Mexico; (ii) Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota, and each of Parent's other subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iii) each of Parent and each of its subsidiaries has the corporate power to carry on its businesses as they are being conducted on the Closing Date; (iv) the authorized capital stock of Parent consists of Fifty Million (50,000,000) Parent Common Shares and Five Hundred Thousand (500,000) Parent Preferred Shares. All Parent Common Shares and Parent Preferred Shares issued and outstanding on the Closing Date including, without limitation, the Series D Preferred Shares issued pursuant to the Merger, are validly issued and outstanding, fully paid and non-assessable and that between the date hereof and the Closing Date no additional Parent Common Shares or Parent Preferred Shares have been issued (except for the Series D Preferred Shares issued pursuant to the Merger) and none of such issued and outstanding shares were issued in violation of any preemptive rights of stockholders of Parent; (v) Parent and Acquisition Sub has each taken all required corporate action to approve and adopt this Agreement and this Agreement is a valid and binding obligation of the each, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vi) the execution and delivery of this Agreement by each of the Parent and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement by each will not, constitute (A) a breach or violation of, or a default under, the charter or bylaws of either, or (B) a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation now in effect applicable to either or their respective properties known to such counsel, or any agreement, indenture, mortgage, lease or other instrument of either or to which either is subject and in each case known to such counsel; (vii) all filings required to be made by each prior to the Effective Time with, and all consents, approvals, permits or authorizations required to be obtained by each prior to the Effective Time from, governmental and regulatory authorities of the United States and the State of Minnesota in connection with the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by each, have been so made or obtained, as the case may be. In rendering the foregoing opinion (the "Primary Parent Opinion"), such counsel may rely on certificates of officers and other agents of Parent or Acquisition Sub and public officials as to matters of fact and, as to matters relating to the law of jurisdictions other than New Mexico, upon opinions of counsel of such other jurisdictions reasonably satisfactory to Parent and its counsel, provided such reliance is expressly noted in the Primary Parent Opinion and the opinions of such other counsel and the certificates of such officers, agents and public officials relied on are attached to the Primary Parent Opinion. All actions, proceedings, instruments and documents required to carry out this Agreement, or incidental hereto, and all other legal matters shall have been approved by counsel to the Company, and such counsel shall have received all documents, certificates and other papers reasonably requested by it in connection therewith.Intracel

Conditions of Obligations of the Company. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, unless waived specifically in writing by the Company: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and shall also be true in all material respects (except for such changes as are contemplated by the terms of this Agreement and such changes as would be required to be made in the exhibits to this Agreement if such schedules were to speak as of the Closing Date) on and as of the Closing Date with the same force and effect as though if made on the Closing Date (disregarding any materiality or Parent Material Adverse Effect qualifiers contained in such representations and warranties), except, (i) for those representations and warranties that refer to facts existing at a specific date, which shall be true and correct in all material respects as of that date (disregarding any materiality or Parent Material Adverse Effect qualifiers contained in such representations and warranties) and (ii) as of the Closing Date, except if and to the extent any failures to be true and correct would notfor inaccuracies of representations or warranties which, individually or in the aggregate, do not have and could not reasonably be expected to have a Parent Material Adverse EffectEffect (disregarding any materiality or Parent Material Adverse Effect qualifiers contained in such representations and warranties). (b) From the date Each of this Agreement through the Closing Date, except as set forth in Section 4.07 of the Parent Disclosure Schedule, Parent shall not have suffered any Parent Material Adverse Effect (other than changes generally affecting the industries in which Parent operates, including changes due to actual or proposed changes in law or regulation). (c) Parent and Merger Sub shall have performed and complied, in all obligationsmaterial respects, including but not limited to those with all obligations described in Section 5.03, and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date, except where any failures . (c) The Company shall have received a certificate signed on behalf of Parent and Merger Sub by an authorized officer of Parent certifying to perform would not, the fulfillment of the conditions specified in the aggregate, have a Parent Material Adverse EffectSection 7.2(a) and Section 7.2(b). (d) At the Closing, Parent and Acquisition Sub The Company shall have furnished the Company with copies of resolutions duly adopted by their respective Boards of Directors approving the execution and delivery of this Agreement and all other necessary or proper corporate action to enable them to comply with the terms of this Agreementreceived a certificate, such resolutions to be certified validly executed by the Secretary or Assistant Secretary of Merger Sub and Parent. (e) At the Closing, the Parent shall have furnished the Company with an opinion, dated the Closing Date, of counsel to the Parent and Acquisition Sub, in form and substance satisfactory to the Company and its counsel, to the effect that: (i) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Mexico; (ii) Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Minnesota, and each of Parent's other subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iii) each of Parent and each of its subsidiaries has the corporate power to carry on its businesses as they are being conducted on the Closing Date; (iv) the authorized capital stock of Parent consists of Fifty Million (50,000,000) Parent Common Shares and Five Hundred Thousand (500,000) Parent Preferred Shares. All Parent Common Shares and Parent Preferred Shares issued and outstanding on the Closing Date including, without limitation, the Series D Preferred Shares issued pursuant to the Merger, are validly issued and outstanding, fully paid and non-assessable and that between the date hereof and the Closing Date no additional Parent Common Shares or Parent Preferred Shares have been issued (except for the Series D Preferred Shares issued pursuant to the Merger) and none of such issued and outstanding shares were issued in violation of any preemptive rights of stockholders of Parent; (v) Parent and Acquisition Sub has each taken all required corporate action to approve and adopt this Agreement and this Agreement is a valid and binding obligation of the each, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vi) the execution and delivery of this Agreement by each of the Parent and Acquisition Sub do not, and the consummation of the transactions contemplated by this Agreement by each will not, constitute (A) a breach or violation of, or a default under, the charter or bylaws of either, or (B) a breach, violation or impairment of, or a default under, any judgment, decree, order, statute, law, ordinance, rule or regulation now in effect applicable to either or their respective properties known to such counsel, or any agreement, indenture, mortgage, lease or other instrument of either or to which either is subject and in each case known to such counsel; (vii) all filings required to be made by each prior to the Effective Time with, and all consents, approvals, permits or authorizations required to be obtained by each prior to the Effective Time from, governmental and regulatory authorities of the United States and the State of Minnesota in connection with the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement by each, have been so made or obtained, as the case may be. In rendering , certifying as to the foregoing opinion (resolutions of the "Primary Parent Opinion"), such counsel may rely on certificates Board of officers and other agents Directors of Parent or Acquisition Sub and public officials as to matters of fact andMerger Sub, as to matters relating to the law of jurisdictions other than New Mexicocase may be, upon opinions of counsel of such other jurisdictions reasonably satisfactory to Parent and its counsel, provided such reliance is expressly noted in the Primary Parent Opinion and the opinions of such other counsel and the certificates of such officers, agents and public officials relied on are attached to the Primary Parent Opinion. All actions, proceedings, instruments and documents required to carry out approving this Agreement, the Ancillary Agreements to which Parent and Merger Sub is or incidental heretowill be a party, the Merger, and all the other legal matters shall have been approved by counsel to the Company, transactions contemplated hereby and such counsel thereby. (e) The Company shall have received all documents, certificates a certificate of good standing of the Parent and other papers reasonably requested by it in connection therewithMerger Sub from the Secretary of State of the State of Delaware.