Common use of Company’s Deliveries at Closing Clause in Contracts

Company’s Deliveries at Closing. At the Closing, the following documents shall be delivered (or caused to be delivered) by the Company to the Target and each of the Selling Members: (a) Certificates representing such Selling Member’s pro-rata share of the Shares as more particularly set forth opposite such Selling Member’s name on Exhibit A hereto; (b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company; (h) Employment agreements by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the following documents Company ------------------------------- shall deliver or cause to be delivered (or caused to be delivered) by the Company to the Target and each Purchaser all of the Selling Membersfollowing: (a) Certificates certificates representing such Selling Member’s pro-rata share the Shares registered in the name of the Shares as more particularly set forth opposite such Selling Member’s name on Exhibit A heretoPurchaser; (b) A certificate of an officer Officer's Certificate of the Company, in a the form and substance reasonably acceptable of Exhibit "A" attached hereto, representing that, to the Targetsuch officer's knowledge, dated as all of the Closing Date, certifying that (i) all representations and warranties of the Company made herein set forth in this Agreement are true and correct accurate as of the Closing Date; and (ii) that the Company has performed and complied in taken all material respects with all agreements, covenants, obligations and conditions actions required by this Agreement to be performed or complied with taken by the Company on or under this Agreement prior to the Closing; (c) Certified certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence a Certificate of Good Standing from the State of Nevada for the Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations an opinion letter of counsel for the Existing Officers effective as Company in the form of the Closing Date in form satisfactory to Target and the Selling Members;Exhibit "B" attached hereto; and (f) Resolutions Indemnification Agreements, each in the form of Exhibit "C" attached hereto, between the Company and each of the Board Purchaser's Nominees (as defined in Section 3.21) who will become directors immediately following the Closing; (g) a certified copy of Directors the Articles of Incorporation of the Company, as applicableamended; (h) written confirmation from American Securities Transfer & Trust, appointing Inc., the Target Directors transfer agent for the Company's Common Stock, as to the number of issued and Target Officers outstanding shares of Common Stock as of December 23, 1998; (i) written notice from International PCM Holdings Limited, a British Virgin Islands company ("PCM"), of the waiver of its rights to 30 days' prior written notice of this offering pursuant to Section 6.7 of that certain Securities Purchase Agreement dated December 5, 1997 by and among the Company, Global Diamond Resources Limited, a British Virgin Islands company ("GDRIL"), and PCM ("PCM Agreement"); (j) written resignations from Xxxxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx X. Xx-Xxxxxx from their positions as directors of the Company effective as of the Closing Date in form satisfactory and subject to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company; (h) Employment agreements by and between the Company and each of (i) Xxxxxxx XxxxClosing; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”);and (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At Provided that all of the Closingconditions to the closing set forth in Sections 3.6 and 3.7, below, have been satisfied or waived from the following documents Party benefitting therefrom, Company shall execute and deliver or cause to be delivered (or caused to be delivered) by GFI at the Company to Closing the Target and each of the Selling Membersfollowing: (a) Certificates representing such Selling Member’s pro-rata share An Officer's Certificate of the Shares as more particularly set forth opposite such Selling Member’s name on Company dated the Closing Date substantially in the form of Exhibit A "C" hereto; (b) A Secretary's Certificate of the Company dated the Closing Date substantially in the form of Exhibit "D" hereto; (c) An opinion of counsel to the Company substantially in the form of Exhibit "E" hereto; (d) Company's original minute book, such minute book to contain (i) original Articles of Incorporation and all amendments thereto, or copies thereof if the originals are unavailable; (ii) Company's Bylaws presently in effect; (iii) Company's stock transfer records together with all available canceled stock certificates; and (iv) all minutes of meetings or consents in lieu of such meetings of Company's Board of Directors and shareholders; (e) A good standing certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as within thirty (30) business days of the Closing Date, certifying that for each jurisdiction in which Company is required to be qualified and authorized to do business; (if) all representations and warranties Minutes of the Board of Directors and shareholders of Company made herein are true authorizing and correct approving this Agreement and the transactions contemplated herein; (g) The resignations of all of the officers and directors of Company effective as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company;and (h) Employment agreements by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such other documents and instruments as shall may be specified in this Agreement or otherwise reasonably necessary requested in writing by GFI at least five (5) days prior to effect the Closing Date in order to consummate the transactions contemplated hereby.

Company’s Deliveries at Closing. At Provided that all of the Closingconditions to the closing set forth in Sections 3.6 and 3.7, below, have been satisfied or waived from the following documents Party benefitting therefrom, Company shall execute and deliver or cause to be delivered (or caused to be delivered) by FNFI at the Company to Closing the Target and each of the Selling Membersfollowing: (a) Certificates representing such Selling Member’s pro-rata share An Officer's Certificate of the Shares as more particularly set forth opposite such Selling Member’s name on Company dated the Closing Date substantially in the form of Exhibit A "E" hereto; (b) A Secretary's Certificate of the Company dated the Closing Date substantially in the form of Exhibit "F" hereto; (c) An opinion of counsel to the Company substantially in the form of Exhibit "G" hereto; (d) Company's original minute book, such minute book to contain (i) original Articles of Incorporation and all amendments thereto, or copies thereof if the originals are unavailable; (ii) Company's Bylaws presently in effect; (iii) Company's stock transfer records together with all available canceled stock certificates; and (iv) all minutes of meetings or consents in lieu of such meetings of Company's Board of Directors and shareholders; and (e) A good standing certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as within fifteen (15) business days of the Closing Date, certifying that for each jurisdiction in which Company is required to be qualified and authorized to do business; (if) all representations and warranties Minutes of the Board of Directors and shareholders of Company made herein are true authorizing and correct approving this agreement and the transactions contemplated herein; (g) Subject to reappointment as provided in Schedule 2.1(c)(1) and Schedule 2.2(c)(2) hereto, resignations of all of the officers and directors of Company effective as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company;and (h) Employment agreements by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such other documents and instruments as shall may be specified in this Agreement or otherwise reasonably necessary requested in writing by FNFI at least five (5) days prior to effect the Closing Date in order to consummate the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver the following documents shall be delivered (or caused items to be delivered) by the Company to the Target and each of the Selling MembersAcquiror: (a) Certificates evidence of payment by the Company to Paying Agent of an amount of cash equal to Twenty-Four Million Eight Hundred Fifty-Eight Thousand One Hundred and Ninety-Two Dollars ($24,858,192) representing such Selling Member’s pro-rata share a portion of the Shares as more particularly set forth opposite such Selling Member’s name on Exhibit A heretoMerger Consideration; (b) A a copy of the articles of incorporation of the Company certified by the MDAT not more than five (5) Business Days prior to the Closing Date; (c) a good standing certificate of an officer for the Company issued by the MDAT dated not more than five (5) Business Days prior to the Closing Date; (d) a copy of the articles of incorporation of the Bank certified by the IDFPR not more than five (5) Business Days prior to the Closing Date; (e) a good standing certificate for the Bank issued by the IDFPR dated not more than five (5) Business Days prior to the Closing Date; (f) a certificate of the Secretary or any Assistant Secretary of the Company dated the Closing Date certifying a copy of the bylaws of the Company and stating that there have been no further amendments to the articles of incorporation of the Company delivered pursuant to this Section 2.9; (g) a certificate of the Secretary or any Assistant Secretary of the Bank dated the Closing Date certifying a copy of the bylaws of the Bank and stating that there have been no further amendments to the articles of incorporation of the Bank delivered pursuant to this Section 2.9; (h) copies of resolutions of the Shareholders and/or the Company’s board of directors: (A) authorizing and approving this Agreement and the Contemplated Transactions; (B) calling a special meeting of the Shareholders to approve this Agreement and the Merger; and (C) recommending to the Shareholders their approval of this Agreement and the Merger; certified as of the Closing Date by the Secretary or any Assistant Secretary of the Company, in ; (i) a form and substance reasonably acceptable to list of the Target, dated Shareholders as of the Closing Date, certifying including addresses, the number of shares of Company Common Stock owned by each and the Certificate numbers representing such shares; (j) a resignation effective as of the Closing Date from each of the officers and directors of the Company, and from any officers or directors of the Bank that may be requested by Acquiror, from such individual’s position, as the case may be, as a director or officer or both of the Company and/or the Bank; (k) a certificate executed by the President or other executive officer of each of the Company and of the Bank, dated the Closing Date, stating, respectively, that: (i) subject to the standard set forth in Section 9.1, all of the representations and warranties of the Company made herein and the Bank, as the case may be, set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing DateClosing; and (ii) the Company and the Bank, as the case may be, has performed and or complied in all material respects with all agreements, covenants, of the covenants and obligations and conditions required by this Agreement to be performed or complied with by it under the Company terms of this Agreement on or prior to the Closing; (cl) Certified resolutions of a resolution adopted by the Board of Directors Compensation Committee of the Company authorizing certifying the consummation cancellation of the transactions Outstanding Company Stock Options in consideration of the Option Consideration as contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company; (h) Employment agreements by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable dateSection 3.3; and (m) Such such other documents and instruments as Acquiror or its counsel shall reasonably request. All of such items shall be reasonably necessary satisfactory in form and substance to effect the transactions contemplated herebyAcquiror and its counsel.

Company’s Deliveries at Closing. At Provided that all of the Closingconditions to the closing set forth in Sections 3.6 and 3.7, below, have been satisfied or waived by the Party benefiting therefrom, the following documents Company shall execute and deliver or cause to be delivered (or caused to be delivered) by MGC at the Company to Closing the Target and each of the Selling Membersfollowing: (a) Certificates representing such Selling Member’s pro-rata share An Officer's Certificate of the Shares as more particularly set forth opposite such Selling Member’s name on Company dated the Closing Date substantially in the form of Exhibit A "B" hereto; (b) A Secretary's Certificate of the Company dated the Closing Date substantially in the form of Exhibit "C" hereto; (c) An Opinion Letter from counsel to the Company and the Shareholders substantially in the form of Exhibit "D" hereto; (d) The Company's original minute book, such minute book to contain (i) original Articles of Incorporation and all amendments thereto, or copies thereof if the originals are unavailable; (ii) the Company's Bylaws presently in effect; (iii) the Company's stock transfer records together with all available canceled stock certificates; and (iv) all minutes of meetings or consents in lieu of such meetings of the Company's Board of Directors and shareholders; (e) A good standing certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as within fifteen (15) business days of the Closing Date, certifying that (i) all representations and warranties of for each jurisdiction in which the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions is required by this Agreement to be performed or complied with by the Company on or prior qualified and authorized to the Closingdo business; (cf) Certified resolutions Minutes of the Board of Directors and shareholders of the Company authorizing the consummation of and approving this agreement and the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Sharesherein; (dg) Evidence The resignations of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance all of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target officers and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers directors of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the CompanyDate; (h) Employment agreements Prior to the Closing, the Disclosure Schedule required to be submitted to MGC by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable dateShareholders; and (mi) Such other documents and instruments as shall may be specified in this Agreement or otherwise reasonably necessary requested in writing by MGC at least five (5) days prior to effect the Closing Date in order to consummate the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, the Company shall deliver the following documents shall be delivered (or caused items to be delivered) by the Company to the Target and each of the Selling MembersAcquiror: (a) Certificates representing such Selling Member’s pro-rata share a good standing certificate for the Company issued by the Secretary of State of Delaware dated not more than five (5) Business Days prior to the Shares as more particularly set forth opposite such Selling Member’s name on Exhibit A heretoClosing Date; (b) A a good standing certificate for the Company issued by the Secretary of State of Illinois dated not more than five (5) Business Days prior to the Closing Date; (c) a letter from the Federal Reserve confirming that the Company is registered as a bank holding company; (d) a copy of the certificate of incorporation of the Company certified by the Secretary of State of Delaware not more than five (5) Business Days prior to the Closing Date; (e) a certificate of the secretary or any assistant secretary of the Company dated the Closing Date certifying a copy of the bylaws of the Company and stating that there have been no further amendments to the articles of incorporation of the Company delivered pursuant to this Section 2.8; (f) copies of resolutions of the Stockholders and the board of directors of the Company authorizing and approving this Agreement and the Contemplated Transactions, certified as of the Closing Date by the secretary or any assistant secretary of the Company; (g) a good standing certificate for the Bank issued by the OCC not more than ten (10) Business Days prior to the Closing Date; (h) a copy of the charter of the Bank certified by the OCC not more than ten (10) Business Days prior to the Closing Date; (i) a certificate of the cashier or any assistant cashier, or secretary or assistant secretary, of the Bank dated the Closing Date certifying a copy of the bylaws of the Bank and stating that there have been no further amendments to the charter of the Bank delivered pursuant to this Section 2.8; (j) certificates from each of the Eligible Stockholders certifying that each such Eligible Stockholder is an Accredited Investor; (k) a list of the Stockholders as of the Closing Date with the number of shares of Company Common Stock owned by each and the certificate number(s) of the stock certificate(s) issued to each, certified by the secretary or any assistant secretary of the Company; (l) a resignation effective as of the Closing Date from each of the directors and officers of the Company and the Bank from such individual’s position, as the case may be, as a director and an officer of the Company and the Bank; (m) a certificate and release of each of the Company’s and the Bank’s legal counsel, outside accountant and financial advisor or investment banker (if any) (i) representing that all of their respective fees and expenses relating to the Contemplated Transactions incurred by the Company or the Bank prior to and including the Effective Time have been paid in full and (ii) releasing Acquiror, Merger Sub and Acquiror Bank and their respective Affiliates from any obligation to pay any fees and expenses to such person; (n) a legal opinion of counsel to the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that in the form attached to this Agreement as Exhibit B; (o) a certificate executed by the President and the secretary or any assistant secretary of the Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company made herein set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing DateClosing; and (ii) the Company has performed and or complied in all material respects with all agreements, covenants, of the covenants and obligations and conditions required by this Agreement to be performed or complied with by it under the Company terms of this Agreement on or prior to the Closing; provided, however, that to the extent any representations and warranties, or performance and compliance with any covenants and obligations, are subject in this Agreement to a standard of Knowledge, materiality, Material Adverse Effect or similar standard, such representations and warranties shall be true and correct in all respects, and the Company shall have performed and complied in all respects with such covenants and obligations, in each case to the extent of the Knowledge, materiality, Material Adverse Effect or similar standard set forth herein; (cp) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreementan assignment and assumption agreement or supplemental indenture, including, without limitation, resolutions authorizing the issuance of the Shares; (d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in a form satisfactory to the Target Trustee, assigning all of the Company’s covenants, agreements and obligations under the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx Trust Debentures to Acquiror (the “Krischer Restricted Stock Trust Debentures Assignment and Assumption Agreement”) and any and all other documentation and consents required by the Trustee, in a form satisfactory to the Trustee, to effectuate the TRUPS Assumption; and (iiq) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) such other documents as Acquiror or its counsel shall reasonably request. All of such items shall be reasonably satisfactory in form and substance reasonably satisfactory to the Company, duly executed by the Company; (h) Employment agreements by Acquiror and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closingits counsel. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.

Company’s Deliveries at Closing. At the Closing, Company shall deliver the following documents shall be delivered (or caused items to be delivered) by the Company to the Target and each of the Selling MembersAcquiror: (a) Certificates representing such Selling Member’s pro-rata share a certificate of good standing for Company issued by the Secretary of State of the Shares as State Minnesota and dated not more particularly set forth opposite such Selling Member’s name on Exhibit A heretothan five (5) Business Days prior to the Closing Date; (b) A a copy of the articles of incorporation of Company certified not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Minnesota; (c) a certificate of an officer the Secretary or any Assistant Secretary of Company dated the Closing Date certifying a copy of the Company, in a form bylaws of Company and substance reasonably acceptable stating that there have been no further amendments to the Target, dated articles of incorporation of Company delivered pursuant to the immediately preceding paragraph of this Section; (d) copies of resolutions of the board of directors of Company and the Written Consent authorizing and approving this Agreement and the consummation of the Contemplated Transactions certified as of the Closing Date by the Secretary or any Assistant Secretary of Company; (e) a Certificate of Corporate Existence for Company Bank issued by the Minnesota Department and dated not more than five (5) Business Days prior to the Closing Date, ; (f) a copy of the Certificate of Incorporation and all amendments thereto of Company Bank certified by the Minnesota Department and dated not more than five (5) Business Days prior to the Closing Date; (g) a certificate of the Secretary of Company Bank dated the Closing Date certifying a copy of the bylaws of Company Bank and stating that there have been no further amendments to the Certificate of Incorporation of Company Bank delivered pursuant to the immediately preceding paragraph of this Section; (h) a certificate executed by Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company made herein set forth in this Agreement are true and correct in all material respects on the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date); provided, however, that each of the representations and warranties in this Agreement that contains an express materiality qualification, is true and accurate in all respects on the Closing DateDate (or such other date as specified); and (ii) each and all of the covenants and agreements of Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with at or prior to the Closing pursuant to this Agreement have been duly performed or complied with in all material respects by Company; provided, however, that each of the Company on covenants in this Agreement that contains an express materiality qualification, has been performed or complied with in all respects at or prior to the Closing; (ci) Certified resolutions a copy of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares;tax opinion described in Section 10.9; and (dj) Evidence such other documents as Acquiror may reasonably request. All of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP; (e) Written resignations of the Existing Officers effective as of the Closing Date in form such items shall be reasonably satisfactory to Target and the Selling Members; (f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members; (g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company; (h) Employment agreements by Acquiror and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company; (i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closingits counsel. (j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”); (k) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor; (l) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and (m) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.