Common use of Conditions Precedent to the Obligation of the Buyer to Close Clause in Contracts

Conditions Precedent to the Obligation of the Buyer to Close. The obligation of the Buyer to complete this transaction shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) There shall not have been any breach of the representations, warranties, covenants and agreements of the Seller contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of some other time. (b) The Seller shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) There shall have been no material adverse change in the condition (financial or otherwise), business, STOCK, liabilities, properties, results of operations or earnings of the Seller with respect to the STOCK. (d) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), of the STOCK. (e) The Buyer shall have received from the Seller, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Seller. (f) The Seller shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (g) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), of the STOCK except as previously disclosed by the Seller.

Conditions Precedent to the Obligation of the Buyer to Close. The obligation of the Buyer to complete this transaction shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) There shall not have been any breach of the representations, warranties, covenants and agreements of the Seller or the Corporation contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of some other time. (b) The Seller and the Corporation shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) There The Buyer shall have been no material adverse change received certificates dated the Closing Date and signed by the Seller and the Corporation certifying that the conditions specified in the condition subsections (financial or otherwisea), business(b), STOCK, liabilities, properties, results of operations or earnings of the Seller with respect (c) and (d) above have been fulfilled except to the STOCKextent that any non-fulfillment was disclosed in writing to the Buyer prior to the Closing Date. (d) There The Corporation and/or the Seller shall be no outstanding actions have obtained and delivered to the Buyer any required consents or threats approvals of action any third parties whose consent is required by any such party that may materially adversely effect as a condition to the condition (financial or otherwise), consummation of the STOCKtransactions contemplated hereunder. (e) The Buyer shall have received originals or certified copies, reasonably satisfactory in form and substance to the Buyer, of the following corporate documents of the Corporation: (i) the Certificate of Incorporation of the Corporation and all amendments thereto and restatements thereof certified as of a recent date by the Secretary of State of Washington; (ii) the By-laws of the Corporation and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of the Corporation; (iii) certificate of existence of the Secretary of State of Washington, certifying as of a recent date that the Corporation is duly organized, validly existing and in good standing under the laws of that State; (iv) copies of the minutes and resolutions of the Board of Directors and stockholders of the Corporation showing the approval by such Board of the execution and delivery by the Corporation to the Buyer of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of the Corporation under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Corporation; and (v) a certificate of incumbency identifying the officers and directors of the Corporation immediately before Closing, and attaching the resignation letters of all the directors, and those officers as the Buyer shall specify, in each case to be effective as of the consummation of the Closing. (f) The Buyer shall have received a written opinion of counsel for the Seller and the Corporation dated as of the Closing Date, in the form of Exhibit 9(f) hereto. (g) The Corporation and/or the Seller shall have delivered to the Buyer an assignment or consent to all of the leases (if any) described in Schedule 4(a)(xiii) that require such assignment or consent as a condition to the consummation of the transactions contemplated hereby. (h) The Buyer shall have received from Luke, Xxxx and Xxx executed employment agreements in the form attached hereto as Exhibit 3(d)(i), (ii) and (iii). (i) The Buyer shall have received from the Seller the executed Bills of Sale and Assignment and Assumption Agreements in the forms attached hereto as Exhibit 3(e) and all other instruments of conveyance and transfer contemplated by Section 3(e). (j) The Buyer shall have received from the Seller, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Seller. (fk) The Seller Buyer shall have performed received the Audited Financial Statements and complied the Interim Financials Statements, prepared in accordance with all covenantsGAAP pursuant to Section 4(a)(ix). At the Closing, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement Buyer shall be reasonably satisfactory responsible for any and all audit fees in form and substance to the Buyerexcess of $40,000. (gl) Since December 31, 2006, there shall have been no material adverse change in the condition (financial or otherwise), business, assets, liabilities, properties, results of operations or earnings of the Corporation. (m) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), business, assets, liabilities, properties, results of operations, or earnings of the STOCK except Corporation. (n) The Seller shall have delivered to the Buyer an executed lock-up agreement substantially in the form attached hereto as previously disclosed by Exhibit 9(n) (“Lock-Up Agreement”) to be mutually agreed upon pursuant to which the Buyer and Seller shall agree that a registration statement covering the Seller’s Shares shall be filed with the SEC 90 days following the effective date of the initial registration statement of AMI. (o) Buyer shall have obtained financing satisfactory to Buyer to provide at least $2,675,000 of equity financing for the Purchase Price. (p) The Business operations of Xxxxxx Medical shall have been disposed of in their entirety and the Corporation shall have no liabilities or other obligations with respect to the former business of Xxxxxx Medical. (i) Buyer shall have received all necessary consents and approvals from the Corporation’s existing lenders in order to assume the Corporation’s existing loans and bank facilities and/or (ii) Buyer shall have obtained financing necessary to payoff and refinance the Corporation’s existing loans and bank facilities. (r) Buyer shall have satisfactorily completed its due diligence review of the Corporation.

Conditions Precedent to the Obligation of the Buyer to Close. The obligation hereunder of the Buyer to complete perform its obligations under this transaction shall be Agreement and to purchase the Draw Down Shares is subject to the fulfillment satisfaction or waiver, at or prior to before the Closing Date Initial Closing, of each of the following conditions:conditions set forth below. These conditions are for the Buyer’s sole benefit and may be waived by the Buyer in writing at any time in its sole discretion. (a) There shall not have been any breach Accuracy of the representations, warranties, covenants Company's Representations and agreements Warranties. Each of the Seller contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties of the Company shall be true at and correct in all times on material respects as of the date when made and before as of the Initial Closing as if given though made at such timesthat time (except for representations and warranties that speak as of a particular date, except to the extent that any such representation or warranty is expressly stated to which shall be true and correct in all material respects as of some other timesuch date). (b) Performance by the Company. The Seller Company shall have performed performed, satisfied and complied in all material respects with all material covenants, agreements and conditions required by this Agreement to be performed performed, satisfied or complied with by them the Company at or prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the BuyerInitial Closing. (c) There No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been no material adverse change in enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the condition (financial or otherwise), business, STOCK, liabilities, properties, results consummation of operations or earnings any of the Seller with respect to the STOCKtransactions contemplated by this Agreement. (d) There No Proceedings or Litigation. No material Action shall be no outstanding actions have been commenced, against the Buyer or threats of action by the Company or any party that may materially adversely effect the condition (financial subsidiary, or otherwise), any of the STOCKofficers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions. (e) The Buyer Par Value. Par value of Company's Common Stock shall have received from the Seller, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Sellerbeen set at $0.00001. (f) Initial Closing Deliveries. The Seller shall have performed and complied with all covenants, agreements and conditions required delivery by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (g) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), Company of the STOCK except as previously disclosed by the Selleritems set forth in Section 2.2(a) of this Agreement.

Conditions Precedent to the Obligation of the Buyer to Close. The obligation of the Buyer to complete this transaction shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) There shall not have been any breach of the representations, warranties, covenants and agreements of the Seller Sellers or the Company contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of some other time. (b) The Seller Sellers and the Company shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) The Buyer shall have received certificates dated the Closing Date and signed by the Sellers and the Company certifying that the conditions specified in subsections (a) and (b) above have been fulfilled except to the extent that any non-fulfillment was disclosed in writing to the Buyer prior to the Closing Date. (d) The Company and/or the Sellers shall have obtained and delivered to the Buyer any required consents or approvals of any third parties whose consent is required by such party as a condition to the consummation of the transactions contemplated hereunder. (e) The Buyer shall have received originals or certified copies, reasonably satisfactory in form and substance to the Buyer, of the following corporate documents of the Company: (i) the Articles of Formation of the Company and all amendments thereto and restatements thereof certified as of a recent date by the Secretary of State of California; (ii) the Operating Agreement of the Company and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of the Company; (iii) certificate of existence of the Secretary of State of California, certifying as of a recent date that the Company is duly organized, validly existing and in good standing under the laws of that State; (iv) copies of the minutes and resolutions of the Members of the Company showing the approval by the Members of the execution and delivery by the Company to the Buyer of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of the Company under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Company; and (v) a certificate of incumbency identifying the officers and directors of the Company immediately before Closing. (f) The Company and/or the Sellers shall have delivered to the Buyer an assignment or consent to all of the leases (if any). (g) The Buyer shall have received from the Sellers, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Sellers. (h) There shall have been no material adverse change in the condition (financial or otherwise), business, STOCKassets, liabilities, properties, results of operations or earnings of the Seller with respect to the STOCKCompany. (di) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), business, assets, liabilities, properties, results of operations, or earnings of the STOCKCompany. (ej) The Buyer Company shall have received from the Seller, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Seller. (f) The Seller shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (g) There shall be no outstanding actions debt obligations or threats of action by any party that may materially adversely effect the condition (financial or otherwise), of the STOCK except as previously disclosed by the SellerLiabilities.

Conditions Precedent to the Obligation of the Buyer to Close. The obligation of the Buyer to complete this transaction shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) There shall not have been any breach of the representations, warranties, covenants and agreements of the Seller Sellers or the Company contained in this Agreement or the Schedules and Exhibits hereto, and all such representations and warranties shall be true at all times on and before the Closing as if given at such times, except to the extent that any such representation or warranty is expressly stated to be true as of some other time. (b) The Seller Sellers and the Company shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (c) The Buyer shall have received certificates dated the Closing Date and signed by the Sellers and the Company certifying that the conditions specified in subsections (a) and (b) above have been fulfilled except to the extent that any non-fulfillment was disclosed in writing to the Buyer prior to the Closing Date. (d) The Company and/or the Sellers shall have obtained and delivered to the Buyer any required consents or approvals of any third parties whose consent is required by such party as a condition to the consummation of the transactions contemplated hereunder. (e) The Buyer shall have received originals or certified copies, reasonably satisfactory in form and substance to the Buyer, of the following corporate documents of the Company: (i) the Articles of Incorporation of the Company and all amendments thereto and restatements thereof certified as of a recent date by the Secretary of State of California; (ii) the Bylaws of the Company and all amendments thereto and restatements thereof certified as of the Closing Date by an officer of the Company; (iii) certificate of existence of the Secretary of State of California, certifying as of a recent date that the Company is duly organized, validly existing and in good standing under the laws of that State; (iv) copies of the minutes and resolutions of the Shareholders of the Company showing the approval by the Shareholders of the execution and delivery by the Company to the Buyer of this Agreement and of the agreements and instruments provided for herein and of the performance of the obligations of the Company under this Agreement and such other instruments and agreements, certified as of a recent date by the Secretary or another officer of the Company; (v) a certificate of incumbency identifying the officers and directors of the Company immediately before Closing; (vi) an Investment Letter, executed by each of the Sellers in a form reasonably acceptable to Buyer. (f) The Company and/or the Sellers shall have delivered to the Buyer an assignment or consent to all of the leases (if any). (g) The Buyer shall have received from the Sellers, original copies of this Agreement and each of the Other Agreements, validly executed and delivered by the Sellers. (h) There shall have been no material adverse change in the condition (financial or otherwise), business, STOCKassets, liabilities, properties, results of operations or earnings of the Seller with respect to the STOCKCompany. (di) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), business, assets, liabilities, properties, results of operations, or earnings of the STOCKCompany. (ej) The Buyer shall have received from the Seller, original copies Company’s outstanding debt obligations and Liabilities consists entirely and solely of this Agreement and each of the Other Agreements, validly executed and delivered by the Sellerthose obligations set forth in Schedule A-4 hereto. (f) The Seller shall have performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Buyer. (g) There shall be no outstanding actions or threats of action by any party that may materially adversely effect the condition (financial or otherwise), of the STOCK except as previously disclosed by the Seller.