Common use of By the Buyer Clause in Contracts

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (d) the Cross Receipt, executed by the Buyer; (e) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (f) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (g) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in Note (Exhibit A), executed by the form attached hereto as Exhibits C-1 and C-2Buyer; (d) the Cross ReceiptReceipt (Exhibit F), executed by the Buyer; (e) the Consulting Agreements (Exhibit G), executed by Messrs. Xxxxxxxxxx and Xxxxxx; (f) a certificate executed by the Chief Executive Officer/Managing Member President of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and; (fg) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.; and (gh) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit EXHIBIT D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2Employment Agreement; (d) on the Effective Date, the first payment on the Note, and the amount of $17,561.35, representing deposits under the Real Property Leases and one month rent for the Xxxxxx office, by check or wire transfer; (e) the Note (EXHIBIT A), executed by the Buyer; (f) the Cross Receipt, executed by the Buyer; (eg) a certificate executed by the Chief Executive Officer/Managing Member President of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (fh) a certificate of the secretary of the Buyer attesting to the accuracy of the resolutions of the Board of Directors of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (gi) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ ' resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (d) the Cross Receipt, executed by the Buyer; (ed) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (fe) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (f) A consent of Buyer’s lender to the transaction; (g) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of DelawareFlorida, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Note (EXHIBIT A), executed by the Buyer; (c) the Security Agreement (EXHIBIT B) executed by the Buyer; (d) evidence of the issuance to the Seller of 400,000 shares of common stock of Stratus Services Group, Inc.; (e) the Assignment and Assumption Agreement (Exhibit DEXHIBIT E), executed by Buyer; (cf) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (d) the Cross Receipta UCC-1 financing statement, executed by the Buyer; (eg) the Cross Receipt, EXHIBIT G, executed by the Buyer; (h) a certificate executed by the President or Chief Executive Officer/Managing Member Financial Officer of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; (i) corporate resolution of Buyer's Board of Directors approving the acquisition of the Acquired Business certified as true and accurate by the Secretary; and (fj) a certificate the Collateral Assignment of Leases in the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer.form attached hereto as Exhibit H. (gk) such certificates or other documents The Landlord's Agreement in the form attached hereto as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.Exhibit I.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (d) the Cross Receipt, executed by the Buyer; (e) a certificate executed by of the Chief Executive Officer/Managing Member secretary of the Buyer that all representations certifying as to (i) the Certificate of Incorporation and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (f) a certificate by-laws of the secretary Buyer, (ii) the resolutions adopted by the directors of the Buyer authorizing the purchase of the Purchased Assets and providing (iii) the incumbency information for the individual signing this Agreement on behalf of the Buyer.; and (gf) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of DelawareNew York, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) on the Effective Date, the amount of $21,142.31 representing deposits under the Real Property Leases and the Equipment Leases and one month rent for the Offices, by check or wire transfer to be held in escrow until the deposit holder has consented in writing that such deposit will be payable to ALS; (d) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and Exhibit C-2; (de) the Cross Receipt, executed by the Buyer; (ef) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (fg) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (gh) A consent of Buyer’s lender to the transaction; (i) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of DelawareFlorida, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters.

By the Buyer. The Buyer shall deliver to the Seller at the Closing or, if so indicated, on the Effective Date, each of the following documents: (a) this Agreement, executed by the Buyer; (b) the Assignment and Assumption Agreement (Exhibit D), executed by Buyer; (c) the Non-Competition Agreement and Non-Solicitation Agreements in the form attached hereto as Exhibits C-1 and C-2; (d) the Cross Receipt, executed by the Buyer; (ed) a certificate executed by the Chief Executive Officer/Managing Member of the Buyer that all representations and warranties made herein are true and correct and that all terms, conditions and provisions of this Agreement have been performed and complied with at the time of Closing; and (fe) a certificate of the secretary of the Buyer authorizing the purchase of the Purchased Assets and providing incumbency information for the individual signing this Agreement on behalf of the Buyer. (gf) such certificates or other documents as may be reasonably requested by Seller, including, without limitation, certificates of legal existence, good standing and certified charter documents from the Secretary of State of Delaware, and certificates of an officer of the Buyer with respect to directors’ resolutions, by-laws and other matters. (g) The Purchase Price, payable in accordance with Exhibit A.