Common use of DELIVERIES BY SELLER AND SHAREHOLDERS Clause in Contracts

DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders shall deliver to Buyer: (a) Assignment and Assumption Agreement (“Assignment”) and Bxxx of Sale (“Bxxx of Sale”) in the forms attached hereto as Exhibit 3.4(a), duly executed by Seller; (b) motor vehicle Certificates of Title and/or registrations to the Rolling Stock, properly endorsed to Buyer; (c) after receiving confirmation of Seller’s receipt of the Purchase Price in immediately available funds, a receipt duly executed by Seller acknowledging payment by Buyer to Seller of the Cash Purchase Price; (d) Intentionally Deleted; (e) with respect to any Contract, which is assignable, that requires the consent of a third party and which consent can be obtained prior to the assignment thereof, a consent to assignment in a form reasonably satisfactory to Buyer executed by such third party; (f) the documents evidencing the transfer of name of Seller as required by Section 1.8; (g) all keys to Rolling Stock and Equipment in the Seller’s possession (properly tagged for identification); (h) such resolutions, authorizations, certified Articles of Incorporation and Bylaws relating to Seller as are reasonably required by Buyer in connection with this transaction and including (i) Seller’s Articles of Incorporation certified by the Florida Secretary of State; (ii) Seller’s Secretary Certificate as to incumbency and specimen signatures, the resolutions authorizing this Agreement, its Articles of Incorporation and Bylaws; and (iii) a Good Standing Certificate from the Secretary of State of Florida; (i) [intentionally omitted]; (j) the Seller’s Closing Certificate, as contemplated under Section 3.3(a)(iii), duly executed by Seller and each Shareholder; (k) Special Warranty Deeds to the Real Property (the “Deeds”) and Affidavit, copies of which are annexed hereto as Exhibit 3.4(k); (l) the Option Agreement; (m) an executed Transition Agreement in the form of Exhibit 3.4(n) for the operation of the Assets pursuant to the Permits; (n) a check for the Prepaid Accounts Receivable; (o) an updated Prepaid Accounts Receivable Schedule 1.6, as contemplated in Section 1.6 hereof; and (p) all other documents, instruments and writings reasonably requested by Buyer to be delivered by Seller at or prior to the Closing; and (q) a compact disc containing all Customer Accounts, including name, address, terms, rates, manual and automated routing and billing information, data and components thereof related to the Company in a machine readable format.

DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, ----------- ------------------------------------- Seller and Shareholders shall deliver to Buyer, all duly executed the following: (a) a General Conveyance, Assignment and Assumption Agreement (“Assignment”) and Bxxx Xxxx of Sale with full warranties of title in form and substance satisfactory to Buyer and Seller, conveying, selling, transferring and assigning to Buyer all of the Assets (“Bxxx the "Xxxx of Sale”) in the forms attached hereto as Exhibit 3.4(a"), duly executed by Seller;; ------------ (b) all motor vehicle Certificates of Title and/or and registrations to the Rolling Stock, properly endorsed Stock executed for transfer to the Buyer; (c) after receiving confirmation an Assignment of Leases in form and substance reasonably satisfactory to Buyer and Seller’s receipt , conveying, selling, transferring and assigning to Buyer all of the Purchase Price in immediately available funds, a receipt duly executed by Seller acknowledging payment by Buyer to Seller Leases (the "Assignment of the Cash Purchase Price;Leases"); -------------------- (d) Intentionally Deletedcertified copies of resolutions of the Seller authorizing the execution of this Agreement, and the execution of all documents to be executed by Seller to consummate the transactions contemplated in this Agreement, along with an Incumbency Certificate of Seller; (e) with respect to any ContractEmployment Agreements between the Buyer and Xxxx Xxxxxxxxxx, which is assignableXxxx X. Xxxxxxxxxx, that requires Xx., Xxxxxx Xxxxxxxxxx, and Xxxxxxxx Xxxxxxx in form and substance as set forth on Schedule 3.2(f) (the consent of a third party and which consent can be obtained prior to the assignment thereof, a consent to assignment in a form reasonably satisfactory to Buyer executed by such third party;"Employment Agreements"); --------------------- (f) fully executed consents to the documents evidencing assignment of the transfer of name of Seller as required by Section 1.8Customer Contracts, identified on Schedule 1.4 in form and substance satisfactory to Buyer and Seller; (g) all keys to Rolling Stock and Equipment in the Seller’s possession (properly tagged for identification)documents required by Section 4.1 concerning the Business Name; (h) such resolutions, authorizations, certified Articles the original of Incorporation and Bylaws relating to Seller as are reasonably required by Buyer in connection with this transaction and including (i) Seller’s Articles of Incorporation certified by the Florida Secretary of State; (ii) Seller’s Secretary Certificate as to incumbency and specimen signatures, the resolutions authorizing this Agreement, its Articles of Incorporation and Bylaws; and (iii) a Good Standing Certificate from the Secretary of State of Floridaall Customer Contracts; (i) [intentionally omitted];a true and correct list of all Accounts Receivable and Prepaid Deposits in existence on the Closing Date along with all documents, books and records needed to support and enforce the collection of the Accounts Receivable; and (j) the Seller’s Closing Certificate, as contemplated under Section 3.3(a)(iii), duly executed by Seller and each Shareholder; (k) Special Warranty Deeds to the Real Property (the “Deeds”) and Affidavit, copies physical possession of which are annexed hereto as Exhibit 3.4(k); (l) the Option Agreement; (m) an executed Transition Agreement in the form of Exhibit 3.4(n) for the operation all of the tangible Assets pursuant and keys to all locks, labeled as to which Asset the Permits; (n) a check for the Prepaid Accounts Receivable; (o) an updated Prepaid Accounts Receivable Schedule 1.6, as contemplated in Section 1.6 hereof; and (p) all other documents, instruments and writings reasonably requested by Buyer to be delivered by Seller at or prior to the Closing; and (q) a compact disc containing all Customer Accounts, including name, address, terms, rates, manual and automated routing and billing information, data and components thereof related to the Company in a machine readable formatkey relates.

DELIVERIES BY SELLER AND SHAREHOLDERS. At the Closing, Seller and Shareholders shall deliver to Buyer, against the deliveries specified in Section 3.3 above: (a) Assignment a general xxxx of sale conveying good title to the Assets, free and Assumption Agreement (“Assignment”) clear of all liens, security interests, encumbrances, and Bxxx claims or rights of Sale (“Bxxx of Sale”) in the forms attached hereto as Exhibit 3.4(a), duly executed by Sellerothers; (b) motor vehicle Certificates all consents of Title and/or registrations third parties necessary to transfer the Rolling StockAssets, properly endorsed other than real property leases, to Buyer; (c) after receiving confirmation legal opinion of Seller’s receipt 's counsel (Xxxxxx Xxxxxx), of even date herewith, addressing the Purchase Price matters set forth in immediately available fundsEXHIBIT C, a receipt duly executed by Seller acknowledging payment by in form and substance satisfactory to Buyer to Seller of the Cash Purchase Priceand its counsel; (d) Intentionally Deletedproof of payment of the $203,358.25 of long-term debt of Seller; (e) with respect a certificate of the Secretary of State of New Jersey as to any Contract, which is assignable, that requires the consent good standing of Seller in New Jersey as of a third party and which consent can be obtained date not more than 10 days prior to the assignment thereof, a consent to assignment in a form reasonably satisfactory to Buyer executed by such third party;date of Closing; and (f) The Noncompetition Agreement and Consulting Agreement provided for in Section 6.4 and the documents evidencing the transfer of name of Seller as required by Section 1.8;Employment Agreement with Xxx Xxxxx. (g) all keys to Rolling Stock The resolution of both the Board of Directors and Equipment in the Seller’s possession (properly tagged for identification);Shareholders authorizing the sale of Assets as are affected by this Agreement. (h) such resolutionsother separate instruments of sale, authorizationsassignment or transfer as Buyer and its counsel may deem necessary or appropriate in order to perfect, certified Articles confirm or evidence title in Buyer to all or any part of Incorporation and Bylaws relating to Seller as are reasonably required by Buyer in connection with this transaction and including (i) Seller’s Articles of Incorporation certified by the Florida Secretary of State; (ii) Seller’s Secretary Certificate as to incumbency and specimen signatures, the resolutions authorizing this Agreement, its Articles of Incorporation and Bylaws; and (iii) a Good Standing Certificate from the Secretary of State of Florida;Assets. (i) [intentionally omitted]; (j) the Seller’s Closing Certificatedetailed statements of aged receivables, aged payables and list of assets, as contemplated under Section 3.3(a)(iii)current as reasonably possible. In addition, duly executed Seller shall exercise its best efforts to obtain Assignment of the lease (with approval by Seller and each Shareholder; (kthe landlord) Special Warranty Deeds to the Real Property (the “Deeds”) and Affidavitpremises at 000 Xxxxxx Xxxxxx, copies Trenton, New Jersey, where Seller maintains its principal office, a copy of which are annexed lease is attached hereto as Exhibit 3.4(k); (l) the Option Agreement; (m) an executed Transition Agreement in the form of Exhibit 3.4(n) for the operation of the Assets pursuant to the Permits; (n) "F" and made a check for the Prepaid Accounts Receivable; (o) an updated Prepaid Accounts Receivable Schedule 1.6, as contemplated in Section 1.6 part hereof; and (p) all other documents, instruments and writings reasonably requested by Buyer to be delivered by Seller at or prior to the Closing; and (q) a compact disc containing all Customer Accounts, including name, address, terms, rates, manual and automated routing and billing information, data and components thereof related to the Company in a machine readable format.