Common use of Closing Deliveries by the Buyer Clause in Contracts

Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at the Closing: (a) One or more stock certificates representing the Purchase Price; (b) A copy of this Agreement and the Escrow Agreement both duly executed by the Buyer; (c) A duly signed copy of a letter of resignation of each and every officer and director of the Buyer with each such resignation to take effect at Closing together with a resolution, as duly adopted by the Buyer’s Board of Directors, electing the Seller’s nominees to the Buyer’s Board of Directors. (d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled. (e) The original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06 (f) A copy of all contracts, agreements, and commitments, leases, and all other documents relating to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity. (g) all other documents required to be delivered to the Seller pursuant to this Agreement not specifically mentioned above in this Section 2.7. All instruments and documents executed and delivered to the Escrow Agent pursuant hereto shall be in form and substance, and shall be executed in a manner, satisfactory to the Seller and its counsel.

Closing Deliveries by the Buyer. To effect At the transfer referred to in Section 2.1 hereof and Closing on the delivery of the Purchase PriceClosing Date, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at Company or the ClosingRepresentatives, as the case may be, each of the following: (a) One or more stock certificates representing payment by wire transfer in immediately available funds to an account specified by the Purchase PriceCompany of the consideration for the Company Common Stock purchased by the Buyer from the Company pursuant to SECTION 2.2(a); (b) A copy payment by wire transfer in immediately available funds to an account specified by the Representatives of the consideration for the Company Common Stock purchased by the Buyer from the Executive Stockholders pursuant to SECTION 2.2(b); (c) payment by wire transfer in immediately available funds to an account specified by the Representatives of the consideration for the Company Common Stock purchased by the Buyer from the Selling Stockholders pursuant to SECTION 2.2(c); (d) certified copies of (i) resolutions duly adopted by the Buyer's board of managers or members authorizing the execution, delivery and performance of this Agreement and each other agreement or document relating to the Escrow Agreement both duly executed by transactions contemplated hereby to which the Buyer is a party, (ii) the Buyer's certificate of formation, (iii) the Buyer's limited liability company agreement, (iv) a good standing certificate of the Buyer, as of a recent date, from the appropriate Governmental Authority of each jurisdiction in which the Buyer is qualified to do business; (e) certificates of incumbency for the officers or managers of the Buyer; (cf) A a certificate dated as of the Closing Date signed by a duly signed copy of a letter of resignation of each and every authorized officer and director of the Buyer to the effect that (1) the representations and warranties of the Buyer set forth in this Agreement are true and correct in all material respects on and as of the Closing Date with each the same effect as though such resignation representations and warranties had been made on and as of such date except for representations and warranties that speak as of a specific date or time prior to take effect at the Closing together with a resolutionDate (which representations and warranties are true and correct in all material respects as of such date or time); PROVIDED, HOWEVER, that if any such representation or warranty is already qualified as duly adopted to materiality, such representation or warranty is true in all respects and (2) the covenants and agreements to be performed by the Buyer’s Board of Directors, electing Buyer on or before the Seller’s nominees to the Buyer’s Board of Directors. (d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled. (e) The original copy of Closing Date in accordance with this Agreement have been duly performed in all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06 (f) A copy of all contracts, agreements, and commitments, leases, and all other documents relating to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity.respects; (g) an executed original copy of the Stockholders Agreement and the Registration Rights Agreement; (h) copies of all other documents necessary governmental and third party consents, approvals, releases and filings required in order for the Buyer to be delivered effect the transactions contemplated by this Agreement; (i) an opinion of counsel to the Seller pursuant to this Agreement not specifically mentioned above in this Section 2.7. All instruments and documents executed and delivered to the Escrow Agent pursuant hereto shall be Buyer in form and substance, and shall be executed in a manner, substance reasonably satisfactory to the Seller Representatives; and (j) such other instruments, documents and certificates as the Buyer or its counselcounsel or the Company may reasonably request to implement the transactions contemplated hereby.

Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 1.1 hereof and the delivery of the Purchase Price, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at the Closing: (a) One or more stock certificates evidencing the Subject Shares representing 100% ownership in RWMI, all of which are and shall be, at Closing, free and clear of any and all Liens, duly endorsed in blank by the Purchase PriceBuyers for transfer and accompanied by stock powers duly executed in blank with signature guaranteed under Medallion seal or bank signature guarantee; (b) A copy of all consents, approvals, releases and waivers from governmental authorities and other third parties required or necessary to consummate this Agreement Transaction satisfactory in form and substance to the Escrow Agreement both duly executed by the BuyerIssuer and its counsel; (c) A duly signed copy of a letter of resignation of each bank check or wire transfer delivered to and every officer and director payable to the Escrow Agent for the benefit of the Buyer with each such resignation Company in an amount equal to take effect at Closing together with the Escrowed Funds; (d) manually executed Action of the Board of Directors of the Company electing the Buyer’s nominee as the sole Director of Company’s Board of Directors and accepting the resignations of all current Directors of the Company’s Board of Directors; and all current officers of the Company; (e) a resolutioncertificate of RWMI’s President, as Chief Financial Officer and Secretary, Xxxx X. Xxxx, certifying that the representations made in this Agreement are accurate and complete and that this Agreement has been duly adopted approved by the BuyerRWMI’s Board of Directors, electing both as reasonably determined by the Seller’s nominees to the Buyer’s Board of Directors. (d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled. (e) The original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06Issuer; (f) A manually-executed acceptance of Xxxx Xxxx as the Company’s Chief Executive Officer; (g) all documents, instruments, and codes to allow the Buyer and the Buyer’s nominee to upload SEC filings for the Company with Xxxxx; (h) a copy of all contracts, agreements, Board and commitments, leases, Shareholder minutes and all other documents relating actions from inception of RWMI (and each predecessor of RWMI) to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity.present; (gi) all other documents required to be delivered to the Seller Issuer pursuant to this Agreement Article VI hereof not specifically mentioned above in this Section 2.71.5; and (j) Buyer will assume responsibility for all filings under Section 16a and 13d under the Securities and Exchange Act. All instruments and documents executed and delivered to the Escrow Agent Issuer pursuant hereto shall be in form and substance, substance and shall be executed in a manner, manner satisfactory to the Seller Issuer and its counsel.

Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 1.1 hereof and the delivery of the Purchase Price, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at the Closing: (a) One or more stock certificates evidencing the Subject Shares representing one hundred percent (100%) ownership in REBEL, all of which are and shall be, at Closing, free and clear of any and all Liens, duly endorsed in blank by the Purchase PriceBuyers for transfer and accompanied by stock powers duly executed in blank with signature guaranteed under Medallion seal or bank signature guarantee; (b) A copy of all consents, approvals, releases and waivers from governmental authorities and other third parties required or necessary to consummate this Agreement Transaction satisfactory in form and substance to the Escrow Agreement both duly executed by the BuyerIssuer and its counsel; (c) A duly signed copy of a letter of resignation of each bank check or wire transfer delivered to and every officer and director payable to the Escrow Agent for the benefit of the Buyer with each such resignation Company in an amount equal to take effect at Closing together with the Escrowed Funds; (d) manually executed Action of the Board of Directors of the Company electing the Buyer’s nominee as the sole Director of Company’s Board of Directors and accepting the resignations of all current Directors of the Company’s Board of Directors; and all current officers of the Company; (e) a resolutioncertificate of REBEL’s President, as Chief Financial Officer and Secretary, Cxxxxxx X. Xxxx, Xx., certifying that the representations made in this Agreement are accurate and complete and that this Agreement has been duly adopted approved by the BuyerREBEL’s Board of Directors, electing both as reasonably determined by the Seller’s nominees to the Buyer’s Board of Directors. (d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled. (e) The original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06Issuer; (f) A manually-executed acceptance of Cxxxxxx X. Xxxx, Xx. as the Company’s Chief Executive Officer; (g) all documents, instruments, and codes to allow the Buyer and the Buyer’s nominee to upload SEC filings for the Company with Exxxx; (h) a copy of all contracts, agreements, Board and commitments, leases, Shareholder minutes and all other documents relating actions from inception of REBEL (and each predecessor of REBEL) to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity.present; (gi) all other documents required to be delivered to the Seller Issuer pursuant to this Agreement Article VI hereof not specifically mentioned above in this Section 2.71.5; and (j) Buyer will assume responsibility for all filings under Section 16a and 13d under the Securities and Exchange Act. All instruments and documents executed and delivered to the Escrow Agent Issuer pursuant hereto shall be in form and substance, substance and shall be executed in a manner, manner satisfactory to the Seller Issuer and its counsel.

Closing Deliveries by the Buyer. To effect the transfer referred to in Section 2.1 1.1 hereof and the delivery of the Purchase Price, the Buyer shall direct the Escrow Agent to deliver the following to the Seller at the Closing: (a) One or more stock certificates evidencing the Subject Shares representing one hundred percent (100%) ownership in REBEL, all of which are and shall be, at Closing, free and clear of any and all Liens, duly endorsed in blank by the Purchase PriceBuyers for transfer and accompanied by stock powers duly executed in blank with signature guaranteed under Medallion seal or bank signature guarantee; (b) A copy of all consents, approvals, releases and waivers from governmental authorities and other third parties required or necessary to consummate this Agreement Transaction satisfactory in form and substance to the Escrow Agreement both duly executed by the BuyerIssuer and its counsel; (c) A duly signed copy of a letter of resignation of each bank check or wire transfer delivered to and every officer and director payable to the Escrow Agent for the benefit of the Buyer with each such resignation Company in an amount equal to take effect at Closing together with the Escrowed Funds; (d) manually executed Action of the Board of Directors of the Company electing the Buyer’s nominee as the sole Director of Company’s Board of Directors and accepting the resignations of all current Directors of the Company’s Board of Directors; and all current officers of the Company; (e) a resolutioncertificate of REBEL’s President, as Chief Financial Officer and Secretary, Xxxxxxx X. Xxxx, Xx., certifying that the representations made in this Agreement are accurate and complete and that this Agreement has been duly adopted approved by the BuyerREBEL’s Board of Directors, electing both as reasonably determined by the Seller’s nominees to the Buyer’s Board of Directors. (d) Buyer shall cause Stockholder to deliver one or more stock certificates representing the Shares to be Cancelled. (e) The original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officers and directors to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission; Bio-Matrix-Tasco Agrmt. Ver8:06-09-06Issuer; (f) A manually-executed acceptance of Xxxxxxx X. Xxxx, Xx. as the Company’s Chief Executive Officer; (g) all documents, instruments, and codes to allow the Buyer and the Buyer’s nominee to upload SEC filings for the Company with Xxxxx; (h) a copy of all contracts, agreements, Board and commitments, leases, Shareholder minutes and all other documents relating actions from inception of REBEL (and each predecessor of REBEL) to all real and personal property owned or leased by the Acquired Company together with such other documents as may be reasonably necessary to allow the Acquired Company to take full possession of all assets owned, leased, or used by it in connection with the conduct of its current business activity.present; (gi) all other documents required to be delivered to the Seller Issuer pursuant to this Agreement Article VI hereof not specifically mentioned above in this Section 2.71.5; and (j) Buyer will assume responsibility for all filings under Section 16a and 13d under the Securities and Exchange Act. All instruments and documents executed and delivered to the Escrow Agent Issuer pursuant hereto shall be in form and substance, substance and shall be executed in a manner, manner satisfactory to the Seller Issuer and its counsel.