Common use of SELLER'S CONDITIONS OF CLOSING Clause in Contracts

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Buyer shall have delivered to Seller a certificate of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell purchase and pay for the Micromatix Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement and the Schedules hereto shall be true and correct at and as of the Closing Date and Date, Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of the Buyer dated the Closing Date to such effect. 5.2.2 (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Project, and the Project shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have effected payment received a certificate of the Purchase Price in accordance with this AgreementBuyer dated the Closing Date to such effect. 5.2.3 (C) Buyer shall have delivered to Seller evidence, satisfactory to the Seller in the sole and exclusive judgment of Seller, of the Project's certifying as of a date reasonably close to the Closing Date that the Project has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business. (D) Buyer shall have delivered to Seller certificates representing and other instruments together with all other documents necessary or appropriate to validly transfer the IMTL Stock Project to be issued pursuant to Section 1.3 Seller free and clear of this Agreementall security interests, liens, encumbrances and adverse claims. 5.2.4 Buyer shall have (E) Neither any investigation of the Project by Seller, nor the Schedules attached hereto or any supplement thereto nor any other document delivered to Seller a certificate as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Seller and regardless of the cause thereof, reflect in an adverse way on the Project or its corporate secretary certifying:financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (aF) Resolutions of its Board of Directors authorizing execution of this Agreement The approval and all consents from third parties and governmental agencies required to consummate the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; andhereby shall have been obtained. (bG) The incumbency No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of its officers executing this Agreement and all agreements and documents the transactions contemplated hereby. 5.2.5 (H) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. (I) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Project.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell purchase and pay for the Micromatix Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Date, Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of the Buyer dated the Closing Date to such effect. 5.2.2 (B) There shall have been no material adverse change since the date of the Unaudited Balance Sheet in the financial condition, business or affairs of the Project, and the Project shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which materially affects the value of its assets, properties or business, and Buyer shall have effected payment received a certificate of the Purchase Price in accordance with this AgreementBuyer dated the Closing Date to such effect. 5.2.3 (C) Buyer shall have delivered to Seller evidence, satisfactory to the Seller in the sole and exclusive judgment of Seller, of the Project's certifying as of a date reasonably close to the Closing Date that the Project has filed all required reports, paid all required fees and taxes, and is, as of such date, in good standing and authorized to transact business. (D) Buyer shall have delivered to Seller certificates representing and other instruments together with all other documents necessary or appropriate to validly transfer the IMTL Stock Project to be issued pursuant to Section 1.3 Seller free and clear of this Agreementall security interests, liens, encumbrances and adverse claims. 5.2.4 Buyer shall have (E) Neither any investigation of the Project by Seller nor any other document delivered to Seller a certificate as contemplated by this Agreement, shall have revealed any facts or circumstances which, in the sole and exclusive judgment of Seller and regardless of the cause thereof, reflect in an adverse way on the Project or its corporate secretary certifying:financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects. (aF) Resolutions of its Board of Directors authorizing execution of this Agreement The approval and all consents from third parties and governmental agencies required to consummate the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; andhereby shall have been obtained. (bG) The incumbency No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of its officers executing this Agreement and all agreements and documents the transactions contemplated hereby. 5.2.5 (H) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. (I) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of the Project.

SELLER'S CONDITIONS OF CLOSING. The obligation obligations of Seller to sell consummate the Micromatix Shares shall be transactions contemplated by this Agreement, unless waived by Seller, are subject to and conditioned upon the satisfaction at fulfillment on or before the Closing of each of the following conditions: 5.2.1 All (a) Buyer shall have complied in all material respects with all of its covenants and agreements contained herein to be performed at or prior to the Closing, and all of the representations and warranties of Buyer contained in this Agreement Article 4 herein shall have been accurate in all material respects when made. All such representations and warranties of Buyer contained herein shall be true and correct accurate in all material respects at and as of the Closing Date with the same effect as though such representations and Buyer shall have performed all agreements warranties had been made at and covenants as of the Closing except for representations and satisfied all conditions on its part to be performed warranties that speak as of a specific date or satisfied by time other than the Closing Date pursuant to the terms (which need only be accurate in all material respects as of this Agreement; and such date or time); (b) Seller shall have received a certificate of Buyer dated as of the Closing Date and in form and substance satisfactory to Seller, signed by an appropriate officer of Buyer, certifying that the conditions set forth in paragraph (a) have been fulfilled and including one certified copy of the resolutions of Buyer's Board of Directors evidencing the authorizations set forth in Article 4.2 hereof; (c) Seller shall have received the payment required to be made at the Closing pursuant to Article 1.4(a); (d) Seller shall have received such effect.instruments of assignment and assumption as Seller may reasonably request to evidence Buyer's assumption of the Liabilities and the contractual obligations comprising part of the Assets; 5.2.2 (e) Buyer shall have effected payment executed and delivered to Seller the Transitional Services Agreement; (f) No injunction or restraining order or other order shall be in effect forbidding or enjoining transfer of the Purchase Price in accordance with this AgreementAssets; (g) No statute, rule or regulation shall have been enacted by any U.S. government or governmental entity or agency making it illegal to transfer the Assets. 5.2.3 (h) Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Buyer shall have executed and delivered to Seller a resale certificate relating to the payment of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement sales tax under Illinois law and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated herebysatisfactory for Seller's purposes thereunder. 5.2.5 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Assets shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (a) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (b) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Buyer shall have delivered to Seller a certificate of its corporate secretary certifying: (ai) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (bc) The incumbency of its officers executing this Agreement approval and all agreements consents from third parties and documents governmental agencies required to consummate the transactions contemplated hereby, if any, shall have been obtained. (d) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.5 (e) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. (f) Buyer shall have filed all documents required The Financial Industry Regulatory Authority (“FINRA”) to effect a forward split, having a ratio of no less then 2:1, of Buyers current issued and outstanding $.001 par value common stock.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Purchased Assets shall be subject to and conditioned upon upon, at Seller’s option, the satisfaction at the Closing of each of the following conditions: 5.2.1 8.2.1 All representations and warranties of Buyer contained in this Agreement herein shall be true and correct at and as of the Closing Date with the same effect as though made as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and hereof. 8.2.2 Seller shall have received a certificate of Buyer dated the Closing Date to such effectInitial Payment in accordance with Section 2.3 hereof and the Escrow Agent shall have received the Deposit. 5.2.2 8.2.3 Buyer shall have effected payment executed and delivered the Xxxx of the Purchase Price in accordance with this Sale, Assignment and Assumption Agreement. 5.2.3 8.2.4 Buyer and the Escrow Agent shall have executed and delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Escrow Agreement. 5.2.4 Buyer 8.2.5 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have delivered to Seller a certificate been instituted or threatened which questions the validity or legality of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As of the Closing, there 8.2.6 There shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. 8.2.7 Seller shall have received an opinion, dated as of the Closing Date, from Xxxxx Xxxx & Xxxxxxx LLP, legal counsel for Buyer, in the form attached hereto as Exhibit L. 8.2.8 Buyer shall have executed and delivered the Real Property Lease. 8.2.9 Buyer and Seller shall have entered into a Shared Services Agreement in the form attached hereto as Exhibit J.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect.6.2.1. (RESERVED) 5.2.2 Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 6.2.2. Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a) Resolutions of its Board of Directors authorizing execution and delivery of this Agreement and the execution, performance, and delivery performance of all agreements, documents, Transactions; (b) That the representations and transactions contemplated herebywarranties of Buyer contained in Section 4 of this Agreement are true and correct at and as of the Closing Date; and (bc) The incumbency of its officers executing this Agreement and all agreements other documents and documents contemplated herebyinstruments executed on Buyer's behalf. 5.2.5 6.2.3. Buyer shall have effected payment of the Purchase Price in accordance with the prior written instructions of Seller. 6.2.4. As of the ClosingClosing Date, the approval and all consents from third parities and governmental agencies required to consummate the Transactions shall have been obtained. 6.2.5. As of the Closing Date, no suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the Transactions or which could reasonably be expected to adversely affect the ability of Seller to consummate such Transactions. 6.2.6. As of the Closing Date, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein Transactions or any of them not be consummated as so provided or imposing any material conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on such Transactions by Seller. 6.2.7. Buyer shall have executed and delivered to Seller a general release in favor of Seller, in the form attached as Exhibit B. 6.2.8. Dell and the Company shall have executed and delivered to Seller a release in favor of Seller, in the form attached as Exhibit C. 6.2.9. The closing of the purchase and sale of Dell Shares under the Dell Agreement shall occur simultaneously with the Closing hereunder.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Assets shall be subject to and conditioned upon upon, at Seller’s option, the satisfaction at the Closing of each of the following conditions: 5.2.1 a. All representations and warranties of Buyer contained in this Agreement herein shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; hereof, and Seller shall have received a certificate of Buyer Buyer, signed by its President and dated the Closing Date Date, to both such effecteffects. 5.2.2 b. Buyer shall have effected payment of the Purchase Price Cash Portion in accordance with this the prior written instructions of Seller. c. Buyer shall have executed and delivered the Note. d. Buyer shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 e. Buyer shall have delivered to Seller a certificate certificate, dated the Closing Date, of its Buyer’s corporate secretary Secretary certifying: (a) i. Resolutions of its Board of Directors adopting and approving this Agreement and all transactions contemplated hereby and authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) ii. The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 f. The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. g. No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened that questions the validity or legality of the transactions contemplated hereby. h. As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix UMSI Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 5.3.1. All representations and warranties of Buyer contained in this Agreement and the other Transaction Documents shall be true and correct at and as of the Closing Date and Date, Buyer shall have performed all agreements and covenants and satisfied all conditions on its part required to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 5.3.2. Buyer shall have delivered to Seller a certificate of its corporate secretary Secretary certifying: (ai) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (bii) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As 5.3.3. Buyer shall have delivered the Merger Consideration and the Debt Pay-Off Consideration as provided for in Section 1.2 herein on the Closing Date, together with satisfactory evidence of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that the transactions Debt Forgiveness as provided for herein or any in Section 1.2 herein, collectively constituting the Purchase Price. 5.3.4. Buyer shall have adopted bylaws in the form attached hereto as Exhibit 5.3.4. 5.3.5. Buyer shall, as soon as practical after the date hereof but no later than December 31, 1998, enter into a stock purchase agreement, in satisfaction of them Seller's indebtedness to Buyer, and Seller shall issue 1,800,000 shares of UNICO Common to T.C. Equities, Ltd. in satisfaction thereof. 5.3.6. Seller, Seller's associates and NexGen, as those parties are defined in that certain Amended and Restated Stock Purchase and Shareholder Agreement of even date herewith, shall have fully performed each and all of their obligations set forth in such agreement including, but not be consummated as so provided or imposing any conditions on the consummation limited to, performance of the transactions contemplated hereby, which is unduly burdensome on Sellerthose specific items set forth in Exhibit C thereto.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Assets shall be subject to and conditioned upon upon, at Seller’s option, the satisfaction at the Closing of each of the following conditions: 5.2.1 A. All representations and warranties of Buyer contained in this Agreement herein shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effecthereof. 5.2.2 B. Buyer shall have effected payment of the Purchase Price Cash Portion in accordance with this the prior written instructions of Seller. C. Buyer shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement. 5.2.3 Buyer D. [RESERVED] E. The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreementbeen obtained. 5.2.4 Buyer F. No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have delivered to Seller a certificate been instituted or threatened that questions the validity or legality of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 G. As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Purchased Assets shall be subject to and conditioned upon upon, at Seller's option, the satisfaction at the Closing of each of the following conditions: 5.2.1 7.2.1 The holders of shares of the issued and outstanding capital stock of Seller shall have duly adopted and approved this Agreement and all transactions contemplated hereby in accordance with the requirements of Delaware law and the certificate of incorporation and by-laws, as amended to the date hereof, of Seller. 7.2.2 All representations and warranties of Buyer contained in this Agreement herein shall be true and correct at and as of the Closing Date with the same effect as though made as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; hereof, and Seller shall have received a certificate of Buyer, signed by an authorized officer of Buyer and dated the Closing Date Date, to both such effecteffects. 5.2.2 7.2.3 Seller shall have received the Initial Payment in accordance with Section 2.1.2 hereof. 7.2.4 Buyer shall have effected payment executed and delivered the Bxxx of the Purchase Price in accordance with this Sale, Assignment and Assumption Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 7.2.5 Buyer shall have delivered to Seller a certificate certificate, dated the Closing Date, of its Buyer's corporate secretary Secretary certifying: (ai) Resolutions of its Board of Directors adopting and approving this Agreement and all transactions contemplated hereby and authorizing execution Buyer's execution, performance and delivery of this Agreement and the execution, performance, and delivery of all agreements, documents, documents and transactions contemplated hereby; and (bii) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares assets shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 6.2.1 All representations and warranties of Buyer Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer Purchaser shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer Purchaser dated the Closing Date to such effect. 5.2.2 Buyer 6.2.2 Purchaser shall have effected payment of the Purchase Price (less the Escrow Fund) in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller the prior written instructions of Seller, including the delivery of the certificates representing the IMTL shares of Series A-1 Convertible Preferred Stock ; 6.2.3 Purchaser shall have executed the Escrow Agreement and delivered to be issued pursuant the Escrow Agent the funds and Shares subject thereto; 6.2.4 Purchaser shall have executed and delivered the Xxxx of Sale, Assignment and Assumption Agreement to Section 1.3 of this Agreement.Seller; 5.2.4 Buyer 6.2.5 Purchaser shall have delivered to Seller a certificate of its corporate secretary Secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 6.2.6 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained; 6.2.7 No suit, action, investigation, inquiry or other proceeding by any governmental body or other Person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby; and 6.2.8 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. 6.2.9 Purchaser shall have executed and delivered to Xxxxxx, a license in the form attached hereto as Exhibit G, whereby Purchaser will grant to Xxxxxx, his affiliates and related corporations (collectively, the "Licensee") a perpetual, worldwide license to use the pending patent commonly referred to as "JADE" to incorporate such technology into Licensee's products, to further develop such technology, to sublicense such technology to the extent that it is incorporated into Licensee's products, and to assign and fully transfer such license to any third party upon the sale of substantially all of the assets of Licensee, or the stock sale or merger of Licensee.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares perform, in whole or in part under this Agreement shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller Sellers shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of satisfied the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 1.2, and all subsections thereof, of this Agreement. 5.2.4 Buyer (C) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have delivered to Seller a certificate been instituted or threatened which questions the validity or legality of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (D) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on SellerSellers.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller Sellers to sell the Micromatix Acquired Shares shall be subject to and conditioned upon upon, at Sellers' option, the satisfaction at the Closing of each of the following conditions: 5.2.1 6.2.1 All representations and warranties of Buyer contained in this Agreement herein shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; hereof, and Seller Sellers shall have received a certificate of Buyer, signed by an authorized officer of Buyer and dated the Closing Date Date, to both such effecteffects. 5.2.2 6.2.2 Buyer shall have effected payment of the Purchase Price Closing Payment, as adjusted to the Closing Date, in accordance with this AgreementSection 1.2.1 hereof, and AZZ shall have issued and delivered to Sellers certificates representing the AZZ Shares. 5.2.3 6.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 Company and Sellers a certificate, dated the Closing Date, of this Agreement. 5.2.4 Buyer shall have delivered to Seller a certificate of its Buyer's corporate secretary certifying: (ai) Resolutions resolutions of its Board of Directors approving and adopting this Agreement and all transactions contemplated hereby and authorizing Buyer's execution of this Agreement and the execution, performance, performance and delivery by it of all agreements, documents, documents and transactions contemplated hereby; and (bii) The the incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As 6.2.4 Sellers shall have received from Xxxxx, Xxxx & Xxxxxxx (a professional corporation), counsel for Buyer, an opinion, reasonably satisfactory to Sellers. 6.2.5 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. 6.2.6 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the Closing, there transactions contemplated hereby. 6.2.7 There shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Sellerthe Company and Sellers. 6.2.8 Buyer shall have executed and delivered the GL Employment Agreement. 6.2.9 Buyer shall have executed and delivered the Other Employment Agreements for each of the individuals identified in Section 6.1.12. 6.2.10 Buyer shall have executed and delivered the Xxxxxx Lease. 6.2.11 Buyer shall have executed and delivered the Tulsa Lease.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Asset shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Agreement by delivering to Seller certificates and other instruments representing Buyer’s Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Seller with the execution thereof guaranteed by a bank or trust), together with all other documents necessary or appropriate to validly transfer the Buyer’s Shares to Seller free and clear of all security interests, liens, encumbrances and adverse claims. Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a) : Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) and The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (C) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (D) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (E) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of Buyer.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Company Interest shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this AgreementAgreement (i.e., the wire transfer of funds). 5.2.4 (C) Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a1) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b2) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (D) Seller shall have received from The X’Xxxx Law Firm (Xxxxxxx X’Xxxx), counsel for Buyer, an opinion, dated the Closing Date, in form and substance satisfactory to Seller and its counsel. (E) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (F) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (G) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Company Interest shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this AgreementAgreement (i.e., the wire transfer of funds). 5.2.4 (C) Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a1) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b2) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (D) Seller shall have received from The X'Xxxx Law Firm (Xxxxxxx X'Xxxx), counsel for Buyer, an opinion, dated the Closing Date, in form and substance satisfactory to Seller and its counsel. (E) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (F) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (G) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Assets shall be subject to and conditioned upon the satisfaction at the on or prior to Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected payment of the cash portion of the Purchase Price in accordance with this Agreementthe prior written instructions of Seller. 5.2.3 Buyer shall have executed and delivered the Promissory Note to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this AgreementSeller. 5.2.4 Seller shall have received from Haig S. Bagerdjian, Esq., general coxxxxx xor Buyer, an opinion, dated the Closing Date, in form and substance satisfactory to Seller and its counsel in the form attached as Exhibit "D." 5.2.5 Buyer shall have executed and delivered the Bill of Sale, Assignment and Assumptxxx Agreement to Seller. 5.2.6 Buyer shall have delivered to Seller a certificate of its corporate secretary certifyingSecretary certifying as to: (a) Resolutions the adoption of resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The the incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 5.2.7 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated shall have been obtained. 5.2.8 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.9 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, grant, convey, assign, transfer and deliver the Micromatix Shares Assets shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected payment executed and delivered the Bill of the Purchase Price in accordance with this AgreementSale, Assignmexx xnd Assumption Agreement to Seller. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Buyer shall have delivered to Seller a certificate of its corporate secretary Secretary certifying: (a) Resolutions resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The the incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.4 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. 5.2.5 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.6 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller Sellers to sell the Micromatix Company Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer Acquiror contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer Acquiror shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller Sellers shall have received a certificate of Buyer Acquiror dated the Closing Date to such effect. 5.2.2 Buyer On the Closing Date, except as disclosed elsewhere in this Agreement or the Exhibits or Schedules hereto, no suit, action or other proceeding, or injunction or final judgment relating thereto, shall be threatened or pending before any court or governmental or regulatory official or agency, in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending. 5.2.3 All parties thereto shall have effected payment of executed and delivered the Purchase Price in accordance with this Escrow Agreement. 5.2.3 Buyer 5.2.4 Acquiror shall have delivered to Seller Sellers certificates representing the IMTL Common Stock (except for the Common Stock to be delivered to the Escrow Agent) to be issued pursuant to Section 1.3 1.2 of this Agreement. 5.2.4 Buyer , and shall have delivered to Seller the Escrow Agent the Common Stock described in Section 1.3. 5.2.5 Acquiror shall have delivered to Sellers a certificate of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 5.2.6 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained, and any governmental approvals or consents shall have become final and not subject to appeal. 5.2.7 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.8 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, hereby which is unduly burdensome on SellerSellers. 5.2.9 At the Closing, the Company shall have delivered an Employment Agreement to Kagan in the form attached hereto as EXHIBIT 5.2.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell sell, ------------------------------ grant, convey, assign, transfer and deliver the Micromatix Shares Purchased Assets shall be subject to and conditioned upon upon, at Seller's option, the satisfaction at the Closing of each of the following conditions: 5.2.1 7.2.1 All representations and warranties of Buyer contained in this Agreement herein shall be true and correct at and as of the Closing Date with the same effect as though made as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; hereof, and Seller shall have received a certificate of Buyer, signed by an authorized officer of Buyer and dated the Closing Date Date, to both such effecteffects. 5.2.2 7.2.2 Seller shall have received the Initial Payment in accordance with Section 2.3 hereof and the Escrow Agent shall have received the Deposit. 7.2.3 Buyer shall have effected payment executed and delivered the Xxxx of the Purchase Price in accordance with this Sale, Assignment and Assumption Agreement. 5.2.3 7.2.4 Buyer and the Escrow Agent shall have executed and delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Escrow Agreement. 5.2.4 Buyer 7.2.5 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have delivered to Seller a certificate been instituted or threatened which questions the validity or legality of its corporate secretary certifying: (a) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, and delivery of all agreements, documents, and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As of the Closing, there 7.2.6 There shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. 7.2.7 Seller shall have received an opinion, dated as of the Closing Date, from Xxxxx, Xxxx & Xxxxxxx, a professional corporation, legal counsel for Buyer, in the form attached hereto as Exhibit H. --------- 7.2.8 Buyer shall have executed and delivered the Real Property Agreement.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Agreement by delivering to Seller certificates and other instruments representing Buyer’s Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Seller with the execution thereof guaranteed by a bank or trust), together with all other documents necessary or appropriate to validly transfer the Buyer’s Shares to Seller free and clear of all security interests, liens, encumbrances and adverse claims. Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a) : Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) and The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (C) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (D) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (E) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of Buyer.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct in the aggregate in all material respects at and as of the Closing Date and Buyer shall have performed in all material respects all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to or such effect. 5.2.2 Buyer shall have effected payment of the cash portion of the Purchase Price in accordance with this Agreementthe prior written instructions of Seller. 5.2.3 Buyer shall have delivered executed such documents as are necessary to Seller certificates representing release Buyer of all obligations under the IMTL Stock intercompany Agreement and the account receivable, to be issued pursuant to Section 1.3 of this Agreementthe extent described above. 5.2.4 Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a) Resolutions of its Board of Directors Directors, in accordance with Delaware law, including a resolution of the disinterested directors, authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained, copies of which have been delivered to seller. 5.2.6 No suit, action, investigation, inquiry or other proceeding by any governmental body of other person or legal administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.7 As of the Closing, ; there shall be no not effective injunction, writ, preliminary restraining order, order or any order of any nature issued by court a count of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Company Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date and Buyer shall have performed in all material respects all agreements and covenants and satisfied all conditions on its part to be performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected make payment of the Purchase Price as provided in accordance with this AgreementSection 1.4. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this Agreement. 5.2.4 Buyer shall have delivered to Seller a certificate of its corporate secretary Secretary certifying: (a) Resolutions of its Board of Directors authorizing execution execution, performance and delivery of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, or any order of any nature issued by court of competent jurisdiction directing that The approval and all consents from third parties and governmental agencies required to consummate the transactions provided for herein contemplated hereby shall have been obtained. 5.2.6 No suit, action, investigation, inquiry or other proceeding by any of them not be consummated as so provided governmental body or imposing any conditions on other person or legal or administrative proceeding shall have been instituted or threatened which would prevent the consummation of the transactions contemplated herebyby this Agreement, which is unduly burdensome on Sellerdeclare unlawful the transactions contemplated by this Agreement or cause such to be rescinded. 5.2.7 Seller shall have received from Buyer a certificate, executed by an officer of Buyer in such capacity, that Buyer has no actual knowledge that the representations and warranties of Seller in Article 2 of this Agreement, as amended through the Closing Date, are not true and correct in all material respects or that Seller has breached in any material respect any of its obligations under this Agreement.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares shall be subject to and conditioned upon the satisfaction at the Closing of each of the following conditions: 5.2.1 All representations and warranties of Buyer contained in this Agreement shall be true and correct in the aggregate in all material respects at and as of the Closing Date and Buyer shall have performed in all material respects all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; , and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 Buyer shall have effected payment of the cash portion of the Purchase Price in accordance with this Agreementthe prior written instructions of Seller. 5.2.3 Buyer shall have delivered executed such documents as are necessary to Seller certificates representing release Buyer of all obligations under the IMTL Stock Intercompany Agreement and the account receivable, to be issued pursuant to Section 1.3 of this Agreementthe extent described above. 5.2.4 Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a) Resolutions of its Board of Directors Directors, in accordance with Delaware law, including a resolution of the disinterested directors, authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained, copies of which have been delivered to Seller. 5.2.6 No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. 5.2.7 As of the Closing, there shall be no effective injunction, writwith, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller.

SELLER'S CONDITIONS OF CLOSING. The obligation of Seller to sell the Micromatix Shares Project shall be subject to and conditioned upon the satisfaction (or waiver by Seller) at the Closing of each of the following conditions: 5.2.1 (A) All representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing Date and Buyer shall have performed all agreements and covenants and satisfied all conditions on its part to be the performed or satisfied by the Closing Date pursuant to the terms of this Agreement; and Seller shall have received a certificate of Buyer dated the Closing Date to such effect. 5.2.2 (B) Buyer shall have effected payment of the Purchase Price in accordance with this Agreement. 5.2.3 Buyer shall have delivered to Seller certificates representing the IMTL Stock to be issued pursuant to Section 1.3 of this AgreementAgreement by delivering to Seller certificates and other instruments representing Buyer’s Shares, duly endorsed for transfer or accompanied by appropriate stock powers (in either case executed in blank or in favor of Seller with the execution thereof guaranteed by a bank or trust), together with all other documents necessary or appropriate to validly transfer the Buyer’s Shares to Seller free and clear of all security interests, liens, encumbrances and adverse claims. 5.2.4 (C) Buyer shall have delivered to Seller a certificate Certificate of its corporate secretary Secretary certifying: (a1) Resolutions of its Board of Directors authorizing execution of this Agreement and the execution, performance, performance and delivery of all agreements, documents, documents and transactions contemplated hereby; and (b2) The incumbency of its officers executing this Agreement and all agreements and documents contemplated hereby. 5.2.5 (D) The approval and all consents from third parties and governmental agencies required to consummate the transactions contemplated hereby shall have been obtained. (E) No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby. (F) As of the Closing, there shall be no effective injunction, writ, preliminary restraining order, order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, which is unduly burdensome on Seller. (G) As of the Closing, there shall have been no material adverse change in the amount of issued and outstanding common stock of Buyer.