Common use of Buyer's Performance at Closing Clause in Contracts

Buyer's Performance at Closing. At the Closing hereunder, Buyer shall deliver (or cause to be delivered) the following: (a) the amount of $5,872,416 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxx; (b) the Buyer Note duly executed by Buyer; (c) the Security Agreement duly executed by Buyer and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims; (h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company’s capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer; (j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions contemplated herein.

Buyer's Performance at Closing. At On the Closing hereunderDate at the Closing Place, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof federal funds; (b) 9.2.2 An opinion of Buyer’s counsel dated as of the Buyer Note duly executed by BuyerClosing Date substantially in the form of Exhibit C; (c) 9.2.3 Copies of resolutions of the Security Agreement duly executed Boards of Directors of LBI Media, LBI and LBI Sub, in each case certified by Buyer its Secretary, authorizing the execution, delivery and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) performance of this Agreement, free the Escrow Agreement, and clear the transaction contemplated hereby and thereby; 9.2.4 A certificate, dated as of the Closing Date, executed by the Executive Vice President or Chief Financial Officer of LBI Media and Buyer, to the effect that (i) the representations and warranties of LBI Media and Buyer contained in this Agreement are true and complete in all material respects on and as of the Closing Date as though made on and as of the Closing Date, except as specifically contemplated by this Agreement; (ii) LBI Media and Buyer have each complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to be complied with or performed by it prior to and at the Closing Date; (iii) except for matters effecting the radio-broadcasting industry generally, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or, to the knowledge of LBI Media and Buyer, threatened before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (iv) to the knowledge of LBI Media and all claimsBuyer, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting LBI Media or Buyer or any of their respective material assets or properties is pending, and neither LBI Media nor Buyer has taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; and (v) LBI Media and Buyer have each performed the requirements of this Section 9.2; (h) a certificate or certificates 9.2.5 A writing evidencing ownership the assumption by Buyer of one hundred percent (100%) each of the issued and outstanding shares of the Company’s capital stock, Assumed Contracts consistent with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment Agreement in substantially 9.2.6 Written instructions to deliver the form attached hereto as Exhibit H among Escrow Deposit minus the Company, Buyer and Gerrans duly Holdback to Seller executed by Buyer;; and (j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution 9.2.7 Such other instruments, documents and delivery of certificates as reasonably may be requested by Seller to consummate this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions transaction contemplated hereinhereby.

Buyer's Performance at Closing. At the Closing hereunder, Buyer shall ------------------------------ deliver (or cause to be delivered) the following: (a) the amount of $5,872,416 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxx; (b) the Buyer Note duly executed by Buyer; (c) the Security Agreement duly executed by Buyer and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims; (h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company’s 's capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer;; --------- (j) a certified copy of resolutions of Buyer’s 's board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions contemplated herein.

Buyer's Performance at Closing. At On the KEYH Closing Date at the Closing hereunderPlace, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof federal funds; (b) 9.2.2 An opinion of Buyer's counsel dated as of the Buyer Note duly executed by BuyerKEYH Closing Date substantially in the form of Exhibit "D"; (c) the Security Agreement duly executed by Buyer and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims; (h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company’s capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer; (j) a certified copy 9.2.3 Copies of resolutions of Buyer’s board the Boards of directors Directors of LBI Holdings, LBI and LBI Sub, in each case certified by its Secretary, authorizing the execution execution, delivery and delivery performance of this Agreement and the transaction contemplated hereby; 9.2.4 A certificate, dated as of the KEYH Closing Date, executed by the Executive Vice President of LBI Holdings and Buyer, to the effect that (i) the representations and warranties of LBI Holdings and Buyer contained in this Agreement are true and complete in all material respects on and as of the KEYH Closing Date as though made on and as of the KEYH Closing Date, except as specifically contemplated by this Agreement; (ii) LBI Holdings and Buyer have each complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to be complied with or performed by it prior to and at the KEYH Closing Date; (iii) except for matters affecting the radio broadcasting industry generally and except for such litigation described in the proviso in Section 8.2.4, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or, to LBI Holdings' and Buyers' knowledge, threatened, before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable affect of enjoining or preventing the consummation of this Agreement or the transactions described hereintransaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (iv) to the knowledge of LBI Holdings and Buyer, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting LBI Holdings or Buyer or any of their respective assets or properties is pending, and neither LBI Holdings nor Buyer has taken any other consents action in contemplation of, or approvals which counsel for Sellers may reasonably requestwould constitute the basis for, the institution of any such insolvency proceedings; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions contemplated herein.

Buyer's Performance at Closing. At On the KQQK Closing Date at the Closing hereunderPlace, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof federal funds; (b) 9.2.2 An opinion of Buyer's counsel dated as of the Buyer Note duly executed by BuyerKQQK Closing Date substantially in the form of Exhibit "D"; (c) the Security Agreement duly executed by Buyer and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims; (h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company’s capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer; (j) a certified copy 9.2.3 Copies of resolutions of Buyer’s board the Boards of directors Directors of LBI Holdings, LBI and LBI Sub, in each case certified by its Secretary, authorizing the execution execution, delivery and delivery performance of this Agreement and the transaction contemplated hereby; 9.2.4 A certificate, dated as of the KQQK Closing Date, executed by the Executive Vice President of LBI Holdings and Buyer, to the effect that (i) the representations and warranties of LBI Holdings and Buyer contained in this Agreement are true and complete in all material respects on and as of the KQQK Closing Date as though made on and as of the KQQK Closing Date, except as specifically contemplated by this Agreement; (ii) LBI Holdings and Buyer have each complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to be complied with or performed by it prior to and at the KQQK Closing Date; (iii) except for matters affecting the radio broadcasting industry generally and except for such litigation described in the proviso in Section 8.2.4, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or, to LBI Holdings' and Buyers' knowledge, threatened, before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable affect of enjoining or preventing the consummation of this Agreement or the transactions described hereintransaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (iv) to the knowledge of LBI Holdings and Buyer, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting LBI Holdings or Buyer or any of their respective assets or properties is pending, and neither LBI Holdings nor Buyer has taken any other consents action in contemplation of, or approvals which counsel for Sellers may would constitute the basis for, the institution of any such insolvency proceedings, and (v) LBI Holdings and Buyer have each performed the requirements of this Section 9.2, 9.2.5 A writing evidencing the assumption by Buyer of each of the Assumed Contracts consistent with the provisions of this Agreement reasonably requestsatisfactory in form and substance to Seller and its counsel; and (k) such 9.2.6 Such other documentsinstruments, instruments documents and certificates as Sellers or their counsel shall reasonably request in order may be requested by Seller to consummate this Agreement and the transactions transaction contemplated hereinhereby.

Buyer's Performance at Closing. At On the Closing hereunderDate at the Closing Place, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof federal funds; (b) 9.2.2 An opinion of Buyer’s counsel dated as of the Buyer Note duly executed by BuyerClosing Date substantially in the form of Exhibit “D”; (c) 9.2.3 Copies of resolutions of the Security Agreement duly executed Boards of Directors of LBI Media, LBI and LBI Sub, in each case certified by Buyer its Secretary, authorizing the execution, delivery and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) performance of this Agreement, free the Escrow Agreement, the KMXN-FM LMA and clear the transaction contemplated hereby and thereby; 9.2.4 A certificate, dated as of the Closing Date, executed by the Executive Vice President of LBI Media and Buyer, to the effect that (i) the representations and warranties of LBI Media and Buyer contained in this Agreement are true and complete in all material respects on and as of the Closing Date as though made on and as of the Closing Date, except as specifically contemplated by this Agreement; (ii) LBI Media and Buyer have each complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to be complied with or performed by it prior to and at the Closing Date; (iii) except for matters effecting the radio broadcasting industry generally, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or threatened, before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (iv) to the knowledge of LBI Media and all claimsBuyer, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting LBI Media or Buyer or any of their respective material assets or properties is pending, and neither LBI Media nor Buyer has taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; and (v) LBI Media and Buyer have each performed the requirements of this Section 9.2; (h) a certificate or certificates 9.2.5 A writing evidencing ownership the assumption by Buyer of one hundred percent (100%) each of the issued and outstanding shares of the Company’s capital stock, Assumed Contracts consistent with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement; and 9.2.6 Such other instruments, free documents and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto certificates as Exhibit H among the Company, Buyer and Gerrans duly executed reasonably may be requested by Buyer; (j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution and delivery of Seller to consummate this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions transaction contemplated hereinhereby.

Buyer's Performance at Closing. At On the Closing hereunderDate at the Closing Place, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof immediately available federal funds; (b) 9.2.2 An opinion of Buyer’s counsel dated as of the Buyer Note duly executed by BuyerClosing Date substantially in the form of Exhibit C; (c) 9.2.3 Copies of resolutions of the Security Agreement duly executed Boards of Directors of LBI and LBI Sub, in each case certified by Buyer its Secretary, authorizing the execution, delivery and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) performance of this Agreement, free the Escrow Agreement, and clear of any the transaction contemplated hereby and all claimsthereby; (h) a certificate or certificates evidencing ownership of one hundred percent (100%) 9.2.4 A certificate, dated as of the issued Closing Date, executed by the Executive Vice President or Chief Financial Officer of Buyer, to the effect that (i) the representations and outstanding shares warranties of Buyer contained in this Agreement are true and complete in all material respects on and as of the Company’s capital stockClosing Date as though made on and as of the Closing Date, except as specifically contemplated by this Agreement; (ii) Buyer has complied in all material respects with stock powers duly endorsed (or performed in all material respects all terms, covenants, agreements and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock conditions required by this Agreement to be transferred, sold, assigned complied with or performed by it prior to and conveyed to at the Closing Date and (iii) Buyer in has performed the event requirements of default under this Section 9.2; 9.2.5 A writing evidencing the Loan Agreement pursuant to assumption by Buyer of the Assumed Liabilities consistent with the provisions of this Agreement, free and clear of any and all Claims; (i) an Employment 9.2.6 Written instructions to terminate the Escrow Agreement in substantially and deliver the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly Escrow Deposit to Seller executed by Buyer;LBI; and (j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution 9.2.7 Such other instruments, documents and delivery of certificates as reasonably may be requested by Seller to consummate this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions transaction contemplated hereinhereby.

Buyer's Performance at Closing. At On the Closing hereunderDate at the Closing Place, Buyer shall will execute and deliver (or cause to be delivered) the followingdelivered to Seller: (a) the amount of $5,872,416 9.2.1 The monies payable as set forth in Section 3.1.1 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxxof federal funds; (b) 9.2.2 An opinion of Buyer’s counsel dated as of the Buyer Note duly executed by BuyerClosing Date substantially in the form of Exhibit D; (c) 9.2.3 Copies of resolutions of the Security Agreement duly executed Boards of Directors of LBI Media, LBI and LBI Sub, in each case certified by Buyer its Secretary, authorizing the execution, delivery and the Company; (d) the Pledge Agreement duly executed by Buyer; (e) the Guaranty duly executed by the Company; (f) the Financing Statement duly executed by Buyer; (g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) performance of this Agreement, free the Escrow Agreement, and clear the transaction contemplated hereby and thereby; 9.2.4 A certificate, dated as of the Closing Date, executed by the Executive Vice President or Chief Financial Officer of LBI Media and Buyer, to the effect that (i) the representations and warranties of LBI Media and Buyer contained in this Agreement are true and complete in all material respects on and as of the Closing Date as though made on and as of the Closing Date, except as specifically contemplated by this Agreement; (ii) LBI Media and Buyer have each complied in all material respects with or performed in all material respects all terms, covenants, agreements and conditions required by this Agreement to be complied with or performed by it prior to and at the Closing Date; (iii) except for matters affecting the television broadcasting industry generally, no litigation, action, suit, judgment, proceeding or investigation is pending or outstanding or, to the knowledge of LBI Media and Buyer, threatened, before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; (iv) to the knowledge of LBI Media and all claimsBuyer, no insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting LBI Media or Buyer or any of their respective material assets or properties is pending, and neither LBI Media nor Buyer has taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings; and (v) LBI Media and Buyer have each performed the requirements of this Section 9.2; (h) a certificate or certificates 9.2.5 A writing evidencing ownership the assumption by Buyer of one hundred percent (100%) each of the issued and outstanding shares of the Company’s capital stock, Assumed Contracts consistent with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement; and 9.2.6 Such other instruments, free documents and clear of any and all Claims; (i) an Employment Agreement in substantially the form attached hereto certificates as Exhibit H among the Company, Buyer and Gerrans duly executed reasonably may be requested by Buyer; (j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution and delivery of Seller to consummate this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and (k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions transaction contemplated hereinhereby.