Common use of Deliveries by the Company and the Shareholders Clause in Contracts

Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following: (A) Such instruments of assignment, transfer and/or conveyance executed by the Company, and the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, claims, encumbrances and other charges, including, without limitation, a Bill xx Sale. (B) Physical delivery of all Tangible Assets by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholders relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used in the Business to Buyer and physical delivery of all books, files and records concerning the Purchased Assets. (C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software. (D) The following corporate documentation: (i) The Company's Articles or Certificate of Incorporation certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the state of the Company's organization; (ii) Good Standing Certificates as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business; (iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; and (iv) Corporate Resolutions of the Company's Board of Directors and the Shareholders (if required by the Company's By-Law's or applicable law), approving this Agreement and all the transactions contemplated hereby, certified by the President or Secretary of the Company as being in full force and effect and unmodified. (E) The legal opinions of counsel to the Company and the Shareholders, in a form acceptable to Buyer and its counsel. (F) Evidence in form satisfactory to Buyer and its counsel that the Tax Liabilities, if any, have been paid off and satisfied. (G) The Indemnity Escrow Agreement duly executed by the Company and the Revenue Shortfall Escrow Agreement executed by the Company and Chunx.

Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following: (Aa) Such instruments of assignment, transfer and/or conveyance executed by The Shareholders shall have delivered to the Company, and the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to certificates evidencing all of the Purchased Assetsoutstanding Company Common Stock, free and clear of all liensliens and encumbrances of any nature whatsoever, claims, encumbrances duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and other charges, including, without limitation, a Bill xx Salewith all requisite documentary or stock transfer tax stamps affixed. (Bb) Physical delivery A certificate of all Tangible Assets by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession each of the Company or Shareholders to the effect certifying that (x) each of the representations and warranties of the Shareholders relating contained herein is true and correct as of the Closing Date and (y) the Shareholders have complied with each of the covenants of the Shareholders contained in this Agreement to be complied with on or prior to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used in the Business to Buyer and physical delivery of all books, files and records concerning the Purchased AssetsClosing Date. (C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software. (Dc) The following corporate documentation: (i) The Company's Articles or Certificate of Incorporation certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the state of the Company's organization; (ii) Good Standing Certificates with respect to the Company as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business; (iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; (iv) The Company's Minute and Stock Book certified as of the Closing Date by the President or Secretary of the Company as being current, complete, accurate and unmodified; and (ivv) Corporate Resolutions of the Company's Board of Directors and the Shareholders (if required by the Company's By-Law's or applicable law), approving this Agreement and all the transactions contemplated herebyhereby on behalf of the Company, certified by the President or Secretary of the Company as being in full force and effect and unmodified. (Ed) The legal opinions opinion of counsel to the Company and the Shareholders, in a form and substance acceptable to the Buyer and its counsel. (Fe) Evidence in form satisfactory to An employment agreement between the Buyer and its counsel that the Tax LiabilitiesMajor Shareholder, if anyin such form and substance as may be mutually agreed to between them (the "Employment Agreement"), have been paid off and satisfied. (G) The Indemnity Escrow Agreement duly executed by the Major Shareholder. (f) Consents or acknowledgments to the assignment (i.e., as a result of change of control provisions) of all Business Agreements listed on Exhibit 3.01(c)(i) (2) and not listed on Exhibit 3.01(c)(i)(5). (g) A key-man life insurance policy on the life of the Major Shareholder, for which the premiums shall be paid by the Buyer, with a coverage amount of at least $1,000,000 naming the Buyer as the sole beneficiary, on terms and conditions reasonably satisfactory to the Buyer. (h) A written termination, in form and substance satisfactory to the Buyer, of that certain Indemnification Agreement, dated as of October 23, 2001, by and between the Company and the Revenue Shortfall Escrow Agreement executed by Major Shareholder. (i) The resignation, in writing, of each of the current directors of the Company, to be effective immediately following the Closing. (j) Each of the following records of the Company, together with a certification from the Major Shareholder that all such materials are true, accurate and complete in all respects: (i) A list of all customers of the Company (both domestic and Chunxforeign), together with the historical prices paid by each customer for the products of the Business and their contact information. (ii) A list of program commitments with national accounts and the trade, if any. (iii) Program plans for next twelve months, if any. (iv) An inventory list of marketing and merchandising materials. (v) Agreements with any agencies, if any. (vi) Agreements with brokers, if any. (vii) A listing of distributor inventories and in-house inventory.

Deliveries by the Company and the Shareholders. On the Closing ---------------------------------------------- Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following: (Aa) Such instruments of assignment, transfer and/or conveyance executed by The Shareholders shall have delivered to the Company, and Buyer certificates evidencing the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased AssetsCompany Common Stock, free and clear of all liensliens and encumbrances of any nature whatsoever, claims, encumbrances duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and other charges, including, without limitation, a Bill xx Salewith all requisite documentary or stock transfer tax stamps affixed. (B) Physical delivery of all Tangible Assets by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholders relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used in the Business to Buyer and physical delivery of all books, files and records concerning the Purchased Assets. (C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software. (Db) The following corporate documentation: (i) The Company's Articles or Certificate of Incorporation certified as of a date within thirty seven (307) days prior to the Closing Date by the Secretary of State of the state of the Company's organization; (ii) Good Standing Certificates with respect to the Company as of a date within thirty seven (307) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business; (iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; (iv) The Company's Minute and Stock Book certified as of the Closing Date by the President or Secretary of the Company as being current, complete, accurate and unmodified; and (ivv) Corporate Resolutions of the Company's Board of Directors and the Shareholders (if required by the Company's By-Law's or applicable law)Shareholders, approving this Agreement and all the transactions contemplated herebyhereby on behalf of the Company, certified by the President or Secretary of the Company as being in full force and effect and unmodifiedunmodified (which director resolutions shall include the approval of the termination of the Company's profit sharing plan and 401(k) plan prior to the Closing Date). (Ec) The legal opinions opinion of counsel to the Company and the Shareholders, in a form acceptable to Buyer and its counselthe Buyer. (Fd) Evidence The Employment Agreement between Buyer and Xxxxx X. Xxxxxx, executed by Xxxxx X. Xxxxxx and the Employment Agreement between Buyer and Xxxxxx X. Xxxx executed by Xxxxxx X. Xxxx (the "Employment Agreements"), in a --------------------- form acceptable to the Buyer. (e) Resignations, in writing, of all the directors and officers of the Company. (f) Consents or acknowledgments to the assignment (i.e., as a result of change of control provisions) of all Business Agreements where required under the terms of such Business Agreements, except where listed on Exhibit ------- 4.01(c)(i)(5), or where reasonably requested by the Buyer, including, without ------------ limitation, (i) if needed, a consent and estoppel certificate with respect to each of the Leases, and (ii) if needed, the consent of Oracle Corporation to the assignment of any contracts between Oracle Corporation and the Companies. (g) Consent to a press release in form satisfactory to the Company and the Buyer relating to this Agreement and its counsel that the Tax Liabilities, if any, have been paid off and satisfiedtransactions contemplated hereby. (Gh) A certificate of Book Equity signed by an authorized officer of the Company and the Shareholders (the "Certificate of Book Equity ") with -------------------------- evidence satisfactory to the Buyer that the Book Equity of the Company is as set forth in Section 2.02(a) hereof on the Closing Date. (i) The Indemnity Escrow Agreement duly executed by the Shareholders and the Escrow Agent. (j) The Other Company and its shareholders have concurrent with this Closing entered into the Revenue Shortfall Escrow Merger Agreement executed by with the Buyer. (k) Evidence satisfactory to the Buyer that each agreement among the Shareholders has been cancelled, if any. (l) Evidence satisfactory to the Buyer that the Other Company has completed the Merger with the Buyer and Chunxall other transactions contemplated thereby.

Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer Merger Subsidiary the following: (Aa) Such instruments of assignment, transfer and/or conveyance executed by The Shareholders shall have delivered to the Company, and Merger Subsidiary certificates evidencing the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased AssetsCompany Common Stock, free and clear of all liensliens and encumbrances of any nature whatsoever, claims, encumbrances duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and other charges, including, without limitation, a Bill xx Salewith all requisite documentary or stock transfer tax stamps affixed. (Bb) Physical delivery of all Tangible Assets by making them available at A certificate from each Shareholder to the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession effect that (x) each of the Company or representations and warranties of the Shareholders relating to contained herein is true and correct on the ownership or operation Closing Date as if such representations and warranties had been made on the Closing Date and (y) the Shareholders and the Company have complied with each of the Tangible Assets. In addition, such notices to telephone companies covenants of the Shareholders and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used Company contained in the Business to Buyer and physical delivery of all books, files and records concerning the Purchased Assetsthis Agreement. (C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software. (Dc) The following corporate documentation: (i) The Company's Articles or Certificate of Incorporation Organization certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the state of the Company's organization; (ii) Good Standing Certificates of legal existence and corporate good standing as of a date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business; (iii) The Company's By-Laws certified as of the Closing Date by the President, Vice President or Secretary Clerk of the Company as being in full force and effect and unmodified; (iv) The Company's Minute and Stock Book certified as of the Closing Date by the President, Vice President or Clerk of the Company as being current, complete, accurate and unmodified; and (ivv) Corporate Resolutions of the Company's Board of Directors and the Shareholders (if required by the Company's By-Law's or applicable law)Shareholders, approving this Agreement and all the transactions contemplated herebyhereby on behalf of the Company, certified by the President or Secretary Vice President or Clerk of the Company as being in full force and effect and unmodified. (Ed) The legal opinions of counsel to the Company and the Shareholders, in a form acceptable to Buyer the Merger Subsidiary and its counsel. (F) Evidence in form satisfactory to Buyer and its counsel that the Tax Liabilities, if any, have been paid off and satisfied. (Ge) The Indemnity Escrow Agreement duly executed by the Company Shareholders and the Revenue Shortfall Escrow Agent. (f) The Employment Agreement between the Merger Subsidiary and Xxxxxxxx X. Xxxxxxxx, executed by Xxxxxxxx X. Xxxxxxxx, the Company Employment Agreement between the Merger Subsidiary and ChunxXxxxx X. Xxxxxxxx, executed by Xxxxx X. Xxxxxxxx, the Employment Agreement between the Merger Subsidiary and Xxxxxxx X. Xxxxxxxxx executed by Xxxxxxx X. Xxxxxxxxx and the Employment Agreement between the Merger Subsidiary and Xxxxxxx X. Xxxxxxxxxxxx, executed by Xxxxxxx X. Xxxxxxxxxxxx (the "Employment Agreements").