Buyer’s Deliverables. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following: (a) by federal wire transfer of funds to the Title Company’s escrow account an amount equal to (i) the balance of the Purchase Price due at closing, adjusted as herein provided, plus (ii) the aggregate amount of closing costs for which Buyer is responsible as provided herein, all as shown on Buyer’s closing statement; (b) and Buyer’s Closing Statement and such other documents as Title Company may require at Closing.
Buyer’s Deliverables. The obligation of the Sellers to consummate the transactions to be performed by them in connection with the Closing is subject to Buyer’s payment of the Closing Consideration as provided in Section 2.2 and delivery of the following documents by Buyer:
Buyer’s Deliverables. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will execute and deliver (or cause to be executed and delivered) each of the following documents (where the execution and delivery of the documents is contemplated), deliver (or cause to be delivered) each of the following items (where the delivery of the items is contemplated) and take (or cause to be taken) each of the following actions (where the taking of action is contemplated):
Buyer’s Deliverables. Buyer shall have delivered to Seller the agreements, documents and other items described in Section 4.3.
Buyer’s Deliverables. Buyer will have delivered to Seller the Purchase Price and Buyer’s Officer’s Certificate.
Buyer’s Deliverables. The Buyers shall have performed, satisfied and complied with their obligations pursuant to Section 5.1.
Buyer’s Deliverables. On the Closing Date, each of the following documents shall have been delivered to Seller and, if applicable, be dated as of the Closing Date (unless otherwise indicated):
Buyer’s Deliverables. 25 Section 6.07 At the Closing, the Buyer shall deliver: 25 Section 6.08 Actions Prior to and Following the Closing. 25 Article VII. UNWINDING 25 Section 7.01 Unwinding. 25 Section 7.02 Remedies for Post-Closing Default. 26 Article VIII. INDEMNIFICATION 26 Section 8.01 General Indemnification. 26 Section 8.02 Procedures for Indemnification. 26 Section 8.03 Payment. 27 Section 8.04 Effect of Knowledge on Indemnification. 27 Article IX. TAX MATTERS 27 Section 9.01 Tax Returns. 27 Section 9.02 Assistance and Cooperation. 28 Article X. MISCELLANEOUS 28 Section 10.01 Notices. 28 Section 10.02 Attorneys’ Fees 29 Section 10.03 Amendments; No Waivers; No Third-Party Beneficiaries. 30 Section 10.04 Expenses. 30 Section 10.05 Successors and Assigns; Benefit. 30 Section 10.06 Governing Law. 30 Section 10.07 Survival. 30 Section 10.08 Resolution of Disputes. 31 Section 10.09 Publicity. 31 Section 10.10 Severability. 31 Section 10.11 Waiver of Jury Trial. 31 Section 10.12 Entire Agreement. 32 Section 10.13 Specific Performance. 32 Section 10.14 Counterparts. 32 Section 10.15 Construction. 32 Exhibits and Schedules Schedule A Seller’ and Companies’ Disclosure Schedules Schedule B Buyer’s Disclosure Schedules Exhibit 1 Form of Promissory Note Exhibit 2 Form of Employment Agreement STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of June 22, 2017 (the “Closing Date”), by and among Life Clips, Inc., a Wyoming corporation (“Buyer”), Ascenda Corporation, a company limited by shares incorporated under the laws of Independent State of Samoa (“Seller”), Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Hong Kong (“Company HK”), and Hong Kong Ascenda International Co., Limited, a company limited by shares incorporated under the laws of Independent State of Samoa (“Company Samoa”, and collectively with Company HK, the “Companies” and each a “Company” and, collectively, the “Companies”). Buyer, Seller, Company HK and Company Samoa may each be referred to herein individually as a “Party” and, collectively, as the “Parties.”
Buyer’s Deliverables. At the Closing, in addition to any other deliverables specified in this Agreement, the Buyer shall deliver, or cause to be delivered, to the Company:
