Common use of Closing and Conditions to Closing Clause in Contracts

Closing and Conditions to Closing. The transactions contemplated by this Agreement shall be closed no later than thirty (30) days from the date of the last signature on this Agreement at the offices of ITEC (the "Closing"). Prior to the Closing, all of the following shall have occurred or the requirement for their occurrence shall have been waived in writing by all Parties: 13.1 ITEC shall provide QPI with a certificate, signed by an officer of ITEC, that all representations and warranties of ITEC herein are true and correct as of the date of the Closing. 13.2 QPI shall provide ITEC with a certificate, signed by an officer of QPI, that all representations and warranties of QPI herein are true and correct as of the date of the Closing. 13.3 All of the current directors and officers of QPI shall have provided written resignations of their offices effective upon election of new directors and officers by a majority of the holders of the issued and outstanding shares of QPI common stock after the Closing. Mr. Capezutto shall have agreed in writing to remain as a member of the management of QPI in a position other than that of Chief Executive Officer. 13.4 All of the trade debt of QPI and unpaid payroll other than due to Mr. Capezutto will be reduced to an amount not to exceed Two hundred thousand dollars ($200,000.00) and all other debt, including notes payable, debentures and unpaid payroll due to Mr. Capezutto, with the exception of the tax liabilities discussed below, will be eliminated through conversion to equity or otherwise. 13.5 The Federal and State of California income tax liabilities of QPI, as a company and for the benefit of its past and current employees, currently in the amount of approximately Six hundred thousand dollars ($600,000.00), will be settled on terms that will include a payment plan of all net income of QPI up Twenty-five thousand dollars ($25,000.00) per month. ITEC will assist QPI in achieving such a settlement of these tax liabilities. Discussions regarding the settlement of these liabilities will have begun within fifteen (15) days of the date of the last signature to this Agreement. 13.6 QPI will obtain written affirmation of the release of all liabilities of QPI under the Debentures from each of the Debenture Holders. 13.7 The total number of shares of QPI common stock issued and outstanding as of the Closing shall not exceed Twenty million (20,000,000) shares. 13.8 QPI will have obtained the approval of the transactions contemplated by this Agreement from its current shareholders.