Common use of Conditions to Obligations of Purchaser to Effect the Closing Clause in Contracts

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of Purchaser to effect the Closing shall be subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing of each of the following conditions: 7.2.1 All of the representations and warranties of Seller set forth in this Agreement, considered collectively shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (or if made as of a specified date, only as of such date), except where the failure to be true and correct would not have a Material Adverse Effect (ignoring for the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warranties). 7.2.2 Seller shall have performed in all material respects its obligations and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller shall have obtained and delivered to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect). 7.2.4 Purchaser shall have obtained (i) all Material Permits (either by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller shall have executed and delivered to Purchaser a certificate as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated by the Rights Offering shall have occurred raising gross proceeds of not less than the Offering Amount and Purchaser shall have irrevocably tendered to the Trustee for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase Price.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of Purchaser to effect consummate the Closing shall be subject to the satisfaction (or waiver by Purchaser) at on or prior to the Closing Date of each of the following conditions:conditions (any of which may be waived by Purchaser, in whole or in part): 7.2.1 All (a) all of the representations and warranties of Seller the Company and the Principal Shareholders set forth in this Agreement, considered collectively Agreement shall be have been true and correct as of the date of this Agreement in all respects (without giving effect without giving effect to any materiality limitation or qualification) on and as of the Closing Date as if made on the Closing Date (or if made other than representations and warranties which address matters only as of a specified date, only certain date which shall be true and correct in all respects (without giving effect to any materiality limitation or qualification) as of such certain date), except where provided, however, that this condition shall be considered satisfied unless the failure of such representations or warranties to be true and correct correct, has had or would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect; (ignoring for b) the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations Company and warranties). 7.2.2 Seller the Principal Shareholders shall have performed in all material respects its obligations and shall have complied in with all material respects with all covenants and agreements required to be performed or complied with on or prior to the Closing by it or them under this Agreement, considered collectively ; (c) each of Xxxx Xxxxxx and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller shall have obtained and delivered to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect). 7.2.4 Purchaser shall have obtained (i) all Material Permits (either by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller Xxxxx Irish shall have executed and delivered to Purchaser employment Contracts substantially in the forms attached hereto as Exhibit E (the “Seiken Employment Agreement”) and Exhibit F (the “Irish Employment Agreement”), respectively; (d) a certificate as consent to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing assignment of the transactions contemplated by the Rights Offering shall have occurred raising gross proceeds of not less than the Offering Amount and contract to Purchaser shall have irrevocably tendered been obtained (i) with respect to all of the Assigned Contracts specified as “Required Consent Contracts” on Section 9.2(d) of the Disclosure Schedule, and (ii) with respect to Assigned Contracts that are customer contracts, at least 65% of such Contracts (measured by total backlog as of the Closing Date, and which, for clarity, will include such Contracts where consent to assignment is not required); (e) Purchaser shall have received: (1) certificates issued by (A) the Secretary of State of the State of Texas certifying that the Company, has legal existence and is in good standing; and (B) the Secretary of State (or similar authority) of each jurisdiction in which the Company, has qualified to do business as a foreign corporation (or is required to be so qualified) as to such foreign qualification, in each case as of a date no earlier than ten Business Days prior to the Trustee for Closing Date; (2) a certificate executed by the Subscription Receipts a Release and Payment Certificate providing for the exchange Secretary of the Subscription Receipts into common shares Company certifying copies of Purchaser consent actions taken, or resolutions adopted, by the Board and the release Shareholders authorizing the appropriate officers of the gross proceed Company to execute and deliver this Agreement and all Contracts, documents and instruments executed by the Company pursuant hereto, and to consummate the Transactions; and (3) a xxxx of sale, assignment and assumption agreement in substantially the form attached to this Agreement as Exhibit G (the “Xxxx of Sale”) and such other bills of sale, endorsements and assignments reasonably necessary to convey and transfer the Purchased Assets to Purchaser, in each case executed by the Company; (f) each of the Company and the Escrow Agent shall have executed the Escrow Agreement; (g) a lease agreement with respect to the Fort Worth Property substantially in the form attached to this Agreement as Exhibit H (the “Fort Worth Lease”) executed by Seiken Enterprise LLC, as lessor; (h) a loan payoff letter from each lender under the Company Credit Facilities in form and substance reasonably acceptable to Purchaser confirming that, subject to be applied in payment the receipt of the Purchase Priceapplicable Loan Pay-Off Amount, effective as of the Closing Date any Encumbrances on any Purchased Assets securing obligations of the Company pursuant to the Company Credit Facilities shall be discharged and terminated; and (i) the Receivables Guaranty executed by the Company and the Principal Shareholders.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of Purchaser to effect consummate the Closing shall be subject to the satisfaction (or waiver by Purchaser) at on or prior to the Closing Date of each of the following conditions: 7.2.1 (a) No Governmental Entity shall have issued any order, decree or ruling or taken any other action, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the Transactions, and there shall not be overtly threatened or pending any suit, action or proceeding by any Governmental Entity to enjoin, restrain or prohibit the Transactions, or that would be reasonably likely to prevent or make illegal the consummation of the transactions contemplated by this Agreement. (b) All of the representations and warranties of the Seller set forth in this Agreement, considered collectively Agreement shall be true and correct complete in all material respects as of the date of this Agreement and as of the Closing Date as if made on Date. (c) The Seller has delivered to Purchaser at the Closing Date a certificate, dated the as of Closing Date, in form and substance satisfactory to Purchaser, to the effect that, as of the Closing Date, (i) all of the representations and warranties of the Seller set forth in this Agreement are true and complete, (ii) there has not occurred any Material Adverse Change (or if made any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any material adverse change) in the consolidated financial condition, businesses, results of operations or prospects of the Company, taken as a specified datewhole, only as of such date), except where and (iii) the failure Seller has performed all obligations required under this Agreement to be true and correct would performed by it at or prior to the Closing. (d) There shall not have a occurred any Material Adverse Effect Change (ignoring for or any development that, insofar as can be foreseen, is likely to result in any material adverse change) in the purposes consolidated financial condition, businesses, results of this operations or prospects of the Company. (e) Delivery of the agreements set forth in Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warranties2.2 (c). 7.2.2 (f) The Seller shall not have performed failed to perform in all any material respects its obligations and complied respect any obligation or to comply in all any material respects respect with all covenants and agreements required any agreement or covenant to be performed or complied with by it the Seller under this Agreement. (g) Seller shall have fulfilled its obligations under Section 5.10 above. (h) All outstanding loans or other financing liabilities or obligations owed by the Company to a member of the Seller's group and all outstanding loans or other financing liabilities or obligations owed to the Company by a member of the Seller's group shall have been settled. The foregoing conditions are for the sole benefit of Purchaser, considered collectively may be waived by Purchaser, in whole or in part, at any time and not individually, provided that Seller’s covenant from time to time in Section 5.16 the sole discretion of Purchaser. The failure by Purchaser at any time to exercise any of the foregoing rights shall not be included in making deemed a waiver of any such determinationright. 7.2.3 Seller shall have obtained and delivered to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect). 7.2.4 Purchaser shall have obtained (i) all Material Permits (either by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller shall have executed and delivered to Purchaser a certificate as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated by the Rights Offering shall have occurred raising gross proceeds of not less than the Offering Amount and Purchaser shall have irrevocably tendered to the Trustee for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase Price.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of the Purchaser to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by the Purchaser: 7.2.1 All of the (a) The representations and warranties of the Seller set forth contained in this Agreement, considered collectively Agreement (i) which are qualified by the expression “material,” “material adverse change” or “material adverse effect” shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (or if made as of a specified such date, only as of such date), except where the failure to and (ii) all other representations and warranties in this Agreement which are not so qualified shall be true and correct in all material respects on the Closing date as if made on such date, except as would not not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Seller; (ignoring for the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warranties). 7.2.2 b) The Seller shall have performed in all material respects its obligations and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it under prior to Closing; (c) Between the date of this AgreementAgreement and the date of Closing, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller nothing shall have obtained and delivered occurred that has had or would be reasonably expected to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect).Effect on the Seller; 7.2.4 (d) The Seller shall deliver or cause to be delivered to the Purchaser shall have obtained the following: (i) all Material Permits (either A certificate evidencing the aggregate number of Shares, duly authorized, issued, fully paid and non-assessable, to be purchased at the Closing by assignment from Seller orthe Purchaser, if not assignable, a new Permit registered in the name of Purchaserthe Purchaser (the “Share Certificate”), other than those listed on Schedule 3.17(b) and ; and (ii) Title InsuranceA certificate evidencing the Warrants, whose premiums shall be paidregistered in the name of the Purchaser; (e) A legal opinion of Blake, subject Xxxxxxx & Xxxxxxx LLP, Canadian counsel to Section 5.9.3the Seller, and Xxxxxx & Whitney LLP, US counsel to the Seller, addressing the matters set forth in Exhibit C, as follows: to matters of Canadian law and US law, respectively, (af) Seller shall pay Duly executed Waivers required by Section 5.14 of this Agreement; (the “Standard Amount”g) only the portion A certificate of the title insurance premium allocated Secretary of the Seller, in form and substance satisfactory to the “Standard” ALTA Owner’s Title Policy for Purchaser, certifying as follows: (i) that attached to such certificate is a policy in an amount equal true and complete copy of the Articles of Incorporation of the Seller and each Subsidiary, as amended, including any and all certificates of designation; (ii) that a true copy of the Bylaws of the Seller and each Subsidiary, as amended to the portion Closing Date, is attached to such certificate; (iii) that attached thereto are true and complete copies of the Purchase Price estimated resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and the Related Documents, instruments and certificates required to be allocated to executed by it in connection herewith and approving the Owned Real Property pursuant to consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and issuance of the Shares, Warrants and the Warrant Shares ; (iv) the names and true signatures of the officers of the Seller signing this Agreement and all Related Documents; (v) such other matters as required by this Agreement; and and (bvi) such other matters as the Purchaser shall pay the balance of the title insurance premium may reasonably request; (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (yh) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller shall have executed and delivered provided to Purchaser a certificate of two qualified officers dated as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions Effective Date certifying that the Seller has so complied with its covenants herein; (i) any consents, waivers, permits, Orders and approvals of any Governmental Authority and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the transaction contemplated by this Agreement, the Rights Offering failure of which to obtain would render completion of the Agreement unlawful or impractical, shall have occurred raising gross proceeds been obtained or satisfied on terms that would not reasonably be expected to have a material adverse effect on Purchaser or the Seller; (j) the Commissioner of Competition appointed under the Competition Act shall not less than have filed an application or threatened to file an application for an order under Part VIII of the Offering Amount and Purchaser Competition Act, or any such application, order or threat shall have irrevocably tendered been rescinded; and (k) there shall not be pending or, to the Trustee knowledge of the Seller, threatened, any suit, action or proceeding by any person, including a Governmental Authority: (i) seeking to prohibit or restrict the acquisition by the Purchaser of the Units, seeking to restrain or prohibit the consummation of the transaction contemplated by this Agreement or any of the other elements of the transaction or seeking to obtain from the Seller, Purchaser any material damages directly or indirectly in connection with this Agreement, (ii) seeking to prohibit or materially limit the ownership of the Units by the Purchaser, (iii) seeking to impose limitations on the ability of Purchaser or any of their respective affiliates to acquire or hold, or exercise full rights of ownership of the Units, including the right to vote on all matters properly presented to the shareholders of the Seller, which, if successful, in the judgement of the Purchaser is reasonably likely to have a material adverse effect on the Purchaser, the Seller or any of the Subsidiaries. The foregoing conditions precedent are for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time in which event the release Parties shall have no further liability except as provided under this Agreement including pursuant to section 8.2 hereof. If any of the gross proceed said conditions shall not be complied with or waived by Purchaser on or before January 31, 2009, then subject to Section 6.4, Purchaser may rescind and terminate its obligations to be applied purchase the Units pursuant to this Agreement by written notice to the Seller in payment circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of the Purchase PricePurchaser’s breach of this Agreement.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of the Purchaser to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by the Purchaser: 7.2.1 All of the (a) The representations and warranties of the Seller set forth contained in this Agreement, considered collectively Agreement (i) which are qualified by the expression “material,” “material adverse change” or “material adverse effect” shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date (or if made as of a specified such date, only as of such date), except where the failure to and (ii) all other representations and warranties in this Agreement which are not so qualified shall be true and correct would not have in all material respects on the Closing Date as if made on such date, and the Seller shall provide a Material Adverse Effect certificate of an officer of the Seller dated as of the Closing Date to such effect; (ignoring for the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warranties). 7.2.2 b) The Seller shall have performed in all material respects its obligations and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to Closing; (c) The Closing will occur concurrently with the closing of the sales of a minimum of $7.5 million of Units (including the Units being purchased by the Purchaser) under this Agreementthe Private Placement; (d) Since the date of the latest audited balance sheet of the Seller, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller no event or series of events shall have obtained and delivered occurred that has had or would reasonably be expected to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect).; 7.2.4 Purchaser (e) The Seller shall have obtained deliver or cause to be delivered to the Purchaser: (i) all Material Permits (either certificates evidencing the aggregate number of Unit Shares and Warrants, duly authorized, issued, fully paid and non-assessable, to be purchased at the Closing by assignment from Seller orthe Purchaser, if not assignable, a new Permit registered in accordance with the name of Purchaser), other than those listed on Schedule 3.17(b) registration and delivery instructions in Appendix B; (ii) Title Insurancea certificate of an officer of the Seller, whose premiums shall be paidin form and substance satisfactory to the Purchaser, subject to Section 5.9.3, certifying as follows: : (aA) Seller shall pay (the “Standard Amount”) only the portion that attached to such certificate is a true and complete copy of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion constating documents of the Purchase Price estimated Seller; (B) that attached thereto are true and complete copies of the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement, instruments and certificates required to be allocated to executed by it in connection herewith and approving the Owned Real Property pursuant to consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and issuance of the Unit Shares and the Warrants, and the reservation and allotment of the Warrant Shares; (C) the names and true signatures of the officers of the Seller signing this Agreement; (D) the matters contemplated by Section 6.2(a) hereof; (E) that the Seller has so complied with its covenants herein; (F) such other matters as required by this Agreement; and and (bG) such other matters as the Purchaser shall pay may reasonably request; and (iii) such additional documents or instruments with respect to the balance matters contemplated by this Agreement as requested by the Purchaser, acting reasonably; and (f) From the date hereof to the Closing Date, trading in the common shares of the title insurance premium (Seller shall not have been suspended by the “Extended Amount”)U.S. Securities and Exchange Commission or the NYSE-MKT or TSX and, including at any time prior to the portion thereof applicable Closing Date, trading in securities shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States, Canada, New York State or British Columbia authorities, nor shall there have occurred any material adverse change in the financial markets which, in each case, in the reasonable judgment of the Purchaser, acting in good faith, makes it impracticable or inadvisable to (x) an “Extended” ALTA Owner’s Policy, (y) purchase the “Standard” ALTA Owner’s Title Policy Units at the Closing. The foregoing conditions precedent are for the portion exclusive benefit of the policy Purchaser and may be waived, in whole or in part, by the Purchaser in writing at any time in which is in excess of event the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller Parties shall have executed and delivered no further liability to Purchaser a certificate fulfill such condition(s) except as provided under this Agreement including pursuant to Seller’s compliance with Section 8.2 hereof. If any of the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated this Section 6.2 shall not be complied with or waived by the Rights Offering shall have occurred raising gross proceeds of not less than Purchaser on or before July 15, 2014, the Offering Amount Purchaser may rescind and Purchaser shall have irrevocably tendered terminate its obligations to purchase the Units pursuant to this Agreement by written notice to the Trustee for Seller in circumstances where the Subscription Receipts a Release and Payment Certificate providing for failure to satisfy any such condition is not the exchange result, directly or indirectly, of the Subscription Receipts into common shares Purchaser’s breach of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase Pricethis Agreement.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of Parent and Purchaser to effect the Closing shall be subject to the satisfaction (or waiver by Purchaser) at on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by Parent or Purchaser, in whole or in part, to the extent permitted by applicable Law): 7.2.1 All (a) Each of the representations and warranties of Seller set forth in this Agreement, considered collectively Agreement (other than the Seller Fundamental Representations) shall be true and correct as of the date of this Agreement (without regard to materiality or Material Adverse Effect qualifiers contained therein) on and as of the Closing Date with the same effect as though made at and as of such date (or if made as of a specified date, as of such date) except for such failures to be so true and correct that, individually or in the aggregate, do not have or would not have a Material Adverse Effect and (b) each of the Seller Fundamental Representations (i) that are not qualified by Material Adverse Effect or other materiality qualifications shall be true and correct in all material respects on and as of the Closing Date (or if made as of a specified date, only as of such date), except where the failure to ) and (ii) that are qualified by Material Adverse Effect of other materiality qualifiers will be true and correct would not have in all respects (without disregarding any materiality qualifications) on and as of the Closing Date with the same effect as though made at and as of such date (or if made as of a Material Adverse Effect (ignoring for the purposes specified date, as of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warrantiesdate). 7.2.2 Seller shall not have performed failed to perform or comply with, in all any material respects its obligations and complied in all material respects with all covenants and agreements required respect, any covenant or agreement to be performed or complied with by it prior to or on the Closing Date under this Agreement, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determinationAgreement or the Seller TSA. 7.2.3 Seller shall have obtained and made all filings that are identified on Schedule 6.4.6 that are required to be filed prior to the Closing. 7.2.4 All Seller Material Consents shall have been obtained. 7.2.5 Seller shall have delivered to Purchaser each of the Assigned Permits, validly transferred to or newly issued in the name of Purchaser, subject to the terms of the Control Agreement in the case of the NRC Permit. 7.2.6 Seller shall have delivered to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect)2.2. 7.2.4 7.2.7 Seller shall have satisfied the condition set forth on Schedule 7. 7.2.8 Subject to Purchaser’s payment of standard premiums, and at no additional cost to Seller, Purchaser shall have obtained (i) all Material Permits (either by assignment received from Seller orChicago Title Insurance Company a pro forma of, if not assignableand an irrevocable and unconditional commitment to issue an, a new Permit in the name ALTA 2006 Form extended coverage owner’s policy of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion of the title insurance premium allocated to the “Standard” ALTA Ownerwhich shall insure Purchaser’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated title to the Owned Real Property pursuant to this Agreement; free and (b) Purchaser shall pay the balance clear of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller shall have executed and delivered to Purchaser a certificate as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated by the Rights Offering shall have occurred raising gross proceeds of not less any Liens other than the Offering Amount and Purchaser shall have irrevocably tendered to the Trustee for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase PricePermitted Liens.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations obligation of the Purchaser to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Purchaser) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Purchaser: 7.2.1 All (a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to the Purchaser the following: (i) this Agreement, duly executed by the Company; (ii) a certificate evidencing three hundred seventy-five thousand (375,000) Shares of Common Stock registered in the name of the Purchaser; (iii) a Warrant, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right to acquire up to one million one hundred twenty-five thousand (1,125,000) shares of Common Stock on the terms and conditions set forth therein; (iv) the Investor Rights Agreement, duly executed by the Company; and (v) a certificate of the Secretary of the Seller (the "Secretary's Certificate"), attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents. (b) All representations and warranties of Seller set forth in this Agreement, considered collectively the Company contained herein shall be remain true and correct as of the date of this Agreement and as of the Closing Date as if though the representations and warranties were made on the Closing Date (or if made except those representations and warranties that address matters only as of a specified date, only as of such date), except where the failure to be particular date will remain true and correct would not have a Material Adverse Effect (ignoring for as of the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warrantiesapplicable date). 7.2.2 Seller shall have performed in all material respects its obligations and complied in all material respects with all covenants and agreements required to be performed or complied with by it under this Agreement, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller shall have obtained and delivered to Purchaser those items required by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse Effect). 7.2.4 Purchaser shall have obtained (ic) all Material Permits (either by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion As of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Closing Date, there has shall have been no Material Adverse EffectEffect with respect to the Company since the date hereof. 7.2.6 An authorized officer of Seller (d) From the date hereof to the Closing Date, trading in the Common Stock shall not have executed and delivered to Purchaser a certificate as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated been suspended by the Rights Offering Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall have occurred raising gross proceeds of not less than the Offering Amount and Purchaser shall have irrevocably tendered be terminated prior to the Trustee for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase PriceClosing).

Conditions to Obligations of Purchaser to Effect the Closing. The obligations of Purchaser to effect consummate the Closing shall be subject to the satisfaction (satisfaction, or waiver by Purchaser) at , on or prior to the Closing Date, of each of the following conditions: 7.2.1 All of the (a) The representations and warranties of Seller set forth Sellers contained in this Agreement, considered collectively Agreement and in any certificate or instrument delivered by Sellers pursuant hereto (i) shall be true and correct in all respects as of the date hereof and (ii) shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date as of such date (or if made other than representations and warranties that expressly speak as of a specified datespecific date or time, which need only as of such date), except where the failure to be true and correct as of such date or time), with only such exceptions in the case of clause (ii) as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (ignoring for the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained in such representations and warranties)Effect. 7.2.2 (b) On the Closing Date, each of the Sellers shall have sold to the Purchaser the Cognovit Promissory Note, dated May 24, 2005, in the original principal amount of $125,000, made by Spinwell in favor of the relevant Seller (each such promissory note a “Subordinated Note” and collectively, the “Subordinated Notes”), for a purchase price, payable by the Purchaser to each Seller of $125,000 and in the aggregate of $500,000. (c) Sellers shall have performed in all material respects its the obligations and complied in all material respects with all covenants and agreements required of Sellers to be performed or complied with by it under this Agreement, considered collectively and not individually, provided that Seller’s covenant in Section 5.16 shall not be included in making such determination. 7.2.3 Seller (d) No event, occurrence, change, development or effect shall have obtained occurred or come to exist since September 30, 2005 that, individually or in the aggregate, has resulted in (or would reasonably be expected to have or result in) a Material Adverse Effect; (e) all corporate or other proceedings of any Seller not an individual in connection with the transactions contemplated by this Agreement and delivered the other agreements contemplated hereby shall be reasonably satisfactory to Purchaser those items required and its counsel, and Purchaser and its counsel shall have received copies of all documents and instruments incident thereto, as may be reasonably requested; (f) No action, suit or proceeding, by Section 2.2 (other than items required by Section 2.2.20 or before any court or any governmental body or authority, against any Spinwell Entity, or pertaining to the Transactions or their consummation, shall be pending or threatened on the Closing Date, which action, suit or proceeding would, if the failure to deliver such items would not determined adversely, have a Material Adverse Effect)Effect on the Company, Spinwell, or impair the ability of the Sellers to transfer and deliver to the Purchaser all of the Membership Interests free and clear of all Encumbrances. 7.2.4 (g) The Purchaser shall have obtained been delivered, at Closing: (i) all Material Permits (either by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay one year surety bond (the “Standard AmountSurety Bond”) only ), payable to and drawable by the portion Purchaser upon the occurrence of the title insurance premium allocated an Indemnification Obligation hereunder, and otherwise in all respects acceptable to the “Standard” ALTA Owner’s Title Policy for a policy Purchaser, in the amount of $300,000, in the event that the Sellers elect not to so deliver such Surety Bond, the Purchaser shall not pay to the Sellers at Closing, but shall instead withhold from the Balance, an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium $300,000 (the “Extended AmountHoldback”), including until the portion thereof applicable one year anniversary of the Closing Date, at which time, subject to any Purchase Price Adjustment and to any Indemnification Obligations or pending indemnification claims, the Holdback shall be paid to the Sellers. (xii) an “Extended” ALTA Owner’s Policyopinion of counsel to the Spinwell Entities and the Sellers, dated the Closing Date, in form and substance reasonably acceptable to the Purchaser; (yiii) a certificate, issued by the Secretary of State of the State of Ohio, evidencing the good standing of the Company and Spinwell in such jurisdiction and in each other jurisdiction where the same is authorized to do business, as of a date not more than three (3) calendar days prior to the Closing Date and a certificate, issued by the Secretary of State of the State of Delaware and in each other jurisdiction where the same is authorized to do business, evidencing the good standing of Pitt Penn DISC Company; (iv) appropriate documentation pursuant to which each of the signatories on the Bank Accounts, as reflected on Schedule 4.20, shall be removed as a signatory thereof; (v) a copy of the originally executed copy of the Operating Agreement of the Company and Spinwell, and the written resignation by the Sellers as to the Spinwell Operating Agreement; (vi) the “Standard” ALTA Owner’s Title Policy for corporate minute book and stock book of Pitt Penn DISC Company, and the portion stock certificate(s) issued to Spinwell thereby; (vii) a written resignation of each manager, board member (if applicable), and officer of each of the policy which is in excess Spinwell Entities, such resignations to be effective as of the portion of Closing Date; (viii) the Purchase Price estimated to be allocated to certificates evidencing the Owned Real PropertyMembership Interests, if any, or in lieu thereof, a duly executed certificate of assignment pursuant to which the Membership Interests shall be transferred to the Purchaser; and (ix) such other instruments, documents and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized officer of Seller agreements as shall have executed and delivered to Purchaser a certificate as to Seller’s compliance with the conditions set forth in Sections 7.2.1, 7.2.2 and 7.2.5. 7.2.7 The closing of the transactions contemplated be reasonably requested by the Rights Offering shall have occurred raising gross proceeds of not less than the Offering Amount and Purchaser shall have irrevocably tendered to the Trustee for the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied in payment of the Purchase PricePurchaser.

Conditions to Obligations of Purchaser to Effect the Closing. The obligations obligation of Purchaser to effect consummate the Closing shall be subject to the satisfaction (or waiver by Purchaser) at on or prior to the Closing Date of each of the following conditions: 7.2.1 All of (a) Subject to the standards set forth in Section 10.1(a), the representations and warranties of Seller set forth in this Agreement, considered collectively Article III shall be true and correct as of the date of this Agreement Closing Date as though made on and as of the Closing Date as if made on the Closing Date (or if made except that representations and warranties that by their terms speak specifically as of a specified date, only as the date of such date), except where the failure to this Agreement or another date shall be true and correct would not have a Material Adverse Effect (ignoring for as of such date subject to the purposes of this Section 7.2.1 any qualifications relating to materiality or Material Adverse Effect contained standards set forth in such representations and warrantiesSections 10.1(a)). 7.2.2 (b) Seller shall have performed and complied with, in all material respects its obligations and complied in all material respects with respects, all covenants and agreements obligations required by this Agreement to be performed or complied with by it under this Agreement, considered collectively prior to or at the Closing (except that the agreements and not individually, provided that Seller’s covenant covenants set forth in Section 5.16 shall not be included in making such determination. 7.2.3 Seller Sections 5.5 and 5.6 shall have obtained and delivered to Purchaser those items required been performed or complied with by Section 2.2 (other than items required by Section 2.2.20 if the failure to deliver such items would not have a Material Adverse EffectSeller in all respects). 7.2.4 (c) Purchaser shall have obtained (i) all Material Permits (either received a certificate signed by assignment from Seller or, if not assignable, a new Permit in the name of Purchaser), other than those listed on Schedule 3.17(b) and (ii) Title Insurance, whose premiums shall be paid, subject to Section 5.9.3, as follows: (a) Seller shall pay (the “Standard Amount”) only the portion of the title insurance premium allocated to the “Standard” ALTA Owner’s Title Policy for a policy in an amount equal to the portion of the Purchase Price estimated to be allocated to the Owned Real Property pursuant to this Agreement; and (b) Purchaser shall pay the balance of the title insurance premium (the “Extended Amount”), including the portion thereof applicable to (x) an “Extended” ALTA Owner’s Policy, (y) the “Standard” ALTA Owner’s Title Policy for the portion of the policy which is in excess of the portion of the Purchase Price estimated to be allocated to the Owned Real Property, if any, and (z) the cost of all title insurance endorsements. 7.2.5 Since the Balance Sheet Date, there has been no Material Adverse Effect. 7.2.6 An authorized senior officer of Seller shall have executed and delivered to Purchaser a certificate as to Seller’s compliance with the effect that the conditions set forth in Sections 7.2.1, 7.2.2 clauses (a) and 7.2.5(b) above have been satisfied. 7.2.7 The closing (d) Seller shall have delivered to Purchaser all of the transactions contemplated items specified to be delivered by the Rights Offering Seller in Section 2.1(c). (e) Purchaser shall have occurred raising gross proceeds received (at Purchaser’s sole cost and expense) an executed opinion dated as of the Closing from a firm reasonably satisfactory to Purchaser that Seller will be Solvent following the Closing, and such opinion shall be in a form reasonably satisfactory to Purchaser. (f) Parent shall not less than have (i) applied for, consented to, or suffered to exist the Offering Amount appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) made a general assignment for the benefit of creditors, (iii) commenced a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) been adjudicated a bankrupt or insolvent, (v) filed a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesced to, or failed to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) taken any action for the purpose of effecting any of the foregoing, and Purchaser shall have irrevocably tendered received a certificate signed by a senior officer of Seller to the Trustee for effect that the Subscription Receipts a Release and Payment Certificate providing for the exchange of the Subscription Receipts into common shares of Purchaser and the release of the gross proceed to Purchaser to be applied condition set forth in payment of the Purchase Pricethis clause (f) has been satisfied.