Common use of Deliveries of the Company at Closing Clause in Contracts

Deliveries of the Company at Closing. At the Closing, the Company will deliver to Purchaser: (a) a certificate of the Secretary of the Company, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company executing this Agreement and each Transaction Document on behalf of the Company; (b) a certificate of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company; (c) the xxxx of sale in the form attached hereto as Exhibit C for the Product Assets, executed by the Company; (d) all other separate assignments of any intangible Product Assets necessary, proper or advisable to record the transfer of such Product Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if any; (e) the Patent Agreement, executed by the Company; (f) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that the Company is a U.S. person; (g) releases of Encumbrances, other than Permitted Encumbrances, on the Product Assets, if any; (h) certificates of title or origin with respect to all equipment included in the Product Assets for which a certificate of title or origin is required to transfer title to Purchaser; and (i) evidence of written consents from or notices to any third party required for consummation of the Contemplated Transactions.

Deliveries of the Company at Closing. At the Closing, the Company will shall deliver or cause to be delivered (unless waived by the Purchaser) to the Purchaser: (ai) Evidence of issuance as of the Closing Date by book entry (which may be in the form of a screen shot of the transfer agents records or other customary record) of the Purchased Series E Preferred Stock and Purchased Series F Preferred Stock and an original Warrant dated as of the Closing Date, each bearing restrictive notations meeting the applicable requirements of this Agreement, and in each case against payment of the Purchase Price in accordance with Section 2.01(b); (ii) a certificate certificate, dated as of the Closing Date, executed on the Company’s behalf by the Chief Executive Officer and the Chief Financial Officer of the Company, or other officers of the Company satisfactory to the Purchaser, certifying as to the matters set forth in Section 2.05(b)(iv) and (v); (iii) a certificate, dated as of the Closing Date, executed on the Company’s behalf by the Secretary of the Company, certifying that attached thereto are true as to and complete copies of attaching (iA) the Governing Documents Series E Certificate of Designations, (B) the Series F Certificate of Designations, (C) the board resolutions authorizing the execution and delivery by the Company of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company authorizing the execution, delivery and performance of this Agreement Basic Documents to which it is a party and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, including the issuance of the Securities, and certifying as to (D) the incumbency of the officer of the Company executing this Agreement and each Transaction Document officers authorized to execute such Basic Documents on behalf of the Company, setting forth the name and title and bearing the signatures of such officers; (biv) a certificate cross-receipt, dated as of good standing for the Closing Date, duly executed by the Company issued certifying that it has received from the Purchaser an amount in cash equal to the Purchase Price (reduced by the secretary of state offset of the state of incorporation or formation of the Companyfees payable under Sections 2.02(a) and 2.02(b)); (cv) the xxxx of sale in the form attached hereto as Exhibit C for the Product AssetsBoard Representation and Standstill Agreement, which shall have been duly executed by the Company; (d) all other separate assignments of any intangible Product Assets necessary, proper or advisable to record the transfer of such Product Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if any; (evi) the Patent Registration Rights Agreement, which shall have been duly executed by the Company; (fvii) a FIRPTA certificate in accordance with payment of the requirements of Treasury Regulation Section 1.1445-2(b)(2fees payable to Purchaser at the Closing Date under Sections 2.02(a) certifying that and 2.02(b), by offset against the Company is a U.S. person; (g) releases of Encumbrances, other than Permitted Encumbrances, on the Product Assets, if any; (h) certificates of title or origin with respect to all equipment included in the Product Assets for which a certificate of title or origin is required to transfer title to PurchaserPurchase Price; and (iviii) evidence An opinion of written consents from or notices counsel to any third party required for consummation the Company in the form of the Contemplated Transactions.Exhibit F.

Deliveries of the Company at Closing. At the Closing, the Company will shall, as indicated below, deliver or cause to Purchaserbe made available to Buyer the following original completed documents, dated as of the Closing Date (unless otherwise noted below), executed by the persons who are parties thereto, as applicable: (a) a certificate of the Secretary of the Company, certifying that attached thereto are true and complete originally-executed copies of (i) this Agreement, signed by the Governing Documents of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body President of the Company authorizing and attested to by the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company executing this Agreement and each Transaction Document on behalf Secretary of the Company; (b) certificates (or a duly signed and notarized Affidavit of Lost Stock Certificate) representing all of the Company Shares, free and clear of all Liens (other than restrictions solely evidencing the restricted nature of such Shares pursuant to applicable state and federal securities laws); (c) the written resignation of each member of the Board of Directors and each executive officer, effective as of the Effective Time; (d) originally executed copies of an Agreement between the Company, Xxxxxxx Management Corporation (“HMC”) and Scientific Biofuels Solutions, Ltd. (“SBS”), pursuant to which HMC and SBS agree to cancel their stock and to forgive all loans due to HMC and SBS by the Company at Closing and HMC and the Company agree to terminate the Xxxxxxx Management Agreement, effective as of the Closing Date, in accordance with the undertakings attached hereto as Exhibit B. (e) a Certificate, signed by the Secretary of the Company, attaching thereto, and certifying as true and correct, (i) copies of resolutions duly passed by the Board of Directors of the Company approving the entry of Company into this Agreement, and authorizing the Company to perform all of its obligations thereunder; (ii) the Articles of Incorporation of the Company, including all amendments thereto, and (iii) the Bylaws of the Company, including all amendments thereto; (f) a long-form certificate of good standing for of the Company, dated within five (5) Business Days of the Closing Date, from the Delaware Secretary of State (and of the Secretary of State of each State in which the Company issued by the secretary of state of the state of incorporation is qualified or formation licensed as a foreign corporation); (g) all share transfer books, minute books and other corporate records of the Company; (ch) the xxxx certificate required of sale in the form attached hereto as Exhibit C for the Product Assets, executed by the Company’s President, pursuant to Section 6.1 above; (d) all other separate assignments of any intangible Product Assets necessary, proper or advisable to record the transfer of such Product Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if any; (ei) the Patent Agreement, executed by the Company; (f) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that the Company is a U.S. person; (g) releases of Encumbrances, other than Permitted Encumbrances, on the Product Assets, if any; (h) certificates of title or origin with respect to all equipment included in the Product Assets for which a certificate of title or origin is required to transfer title to Purchaser’s Counsel Legal Opinion; and (ij) evidence such other customary documents, instruments or certificates as shall be reasonably requested by Buyer and as shall be consistent with the terms of written consents from or notices to any third party required for consummation of the Contemplated Transactionsthis Agreement.

Deliveries of the Company at Closing. At the Closing, the Company will deliver to Purchaser: (a) the written consent executed by [*], in the form attached hereto as Exhibit F (the “[*] Consent”); (b) the Escrow Agreement, executed by the Company; (c) the Intellectual Property License Agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (d) a certificate of the Secretary of the Company, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company executing this Agreement and each Transaction Document on behalf of the Company; (be) a certificate of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company; (cf) the xxxx of sale in the form attached hereto as Exhibit C E for the Closing Assets, executed by the Company; provided however, that the Company shall not be required to physically deliver any of the Tangible Personal Property until the earlier of (i) the Product AssetsAcceptance Date or (ii) the date of a written notice delivered by Purchaser to Company requesting that the Tangible Personal Property be physically delivered to Purchaser; (g) the non-competition agreement in the form of Exhibit G (the “Non-Competition Agreement”), executed by the Company; (dh) all other separate assignments of any intangible Product Closing Assets necessary, proper or advisable to record the transfer of such Product Closing Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if any; (e) the Patent Agreement, executed by the Company; (fi) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that the Company is a U.S. person; (gj) releases of Encumbrances, other than Permitted Encumbrances, on the Product Closing Assets, if any;; and (hk) certificates of title or origin with respect to all equipment included in the Product Closing Assets for which a certificate of title or origin is required to transfer title to Purchaser; and (i) evidence of written consents from or notices to any third party required for consummation of the Contemplated Transactions.

Deliveries of the Company at Closing. At the Closing, the Company will shall deliver to PurchaserParent: (a) a certificate of the Secretary of Escrow Agreement (the Company“Escrow Agreement”) in the form attached hereto as Exhibit E, certifying that attached thereto are true and complete copies of (i) duly executed by the Governing Documents of the Company, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company executing this Agreement and each Transaction Document on behalf of the CompanyRepresentative; (b) a certificate the Certificate of good standing for the Company issued Merger, duly executed by the secretary of state of the state of incorporation or formation of the Company; (c) the xxxx written resignations, effective the Closing Date, of sale in each officer and director of the form attached hereto Company and each of its Subsidiaries as Exhibit C for the Product Assets, executed designated by the CompanyParent; (d) all other separate assignments the required certification and proof of any intangible Product Assets necessarymailing provided for in Section 6.9(g) or if not provided, proper or advisable to record the transfer of such Product Assets with any applicable Governmental Authority or other Person with whom such assignments must be filed, if anyParent may withhold Taxes as provided in Section 6.9(g); (e) all consents and approvals relating to the Patent AgreementCompany or any of its Subsidiaries required to be obtained from the United States or any other nation, executed by the Companystate, or bilateral or multilateral governmental authority, any local governmental unit or subdivision thereof, or any branch, agency, or judicial body thereof (“Government”) and from third parties under Contracts listed and described on Schedule 2.4(b) hereto; (f) a FIRPTA certificate in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that good standing, or equivalent certificate, for the Company is a U.S. personand each of its Subsidiaries, dated within five Business Days of the Closing Date, issued by the Government of the state, or other equivalent, of each such entities incorporation and the state(s), countries or other jurisdictions listed on Schedule 2.1 corresponding to each such entity; (g) releases all share transfer books, minute books and other corporate records of Encumbrances, other than Permitted Encumbrances, on the Product Assets, if anyCompany and each of its Subsidiaries; (h) certificates a copy, certified by the Secretary of title or origin the Company to be true, complete and correct as of the Closing Date, of the constituent documents of the Company and each of its Subsidiaries, and resolutions of the Stockholders and board of directors of the Company, authorizing and approving the transactions contemplated hereby; (i) (i) audited balance sheets of the Company as of December 31, 2009, 2008 and 2007 and the related audited statements of income, shareholders equity and cash flows, together with respect to all equipment included notes and schedules thereto (“Annual Financial Statements”) and (ii) management accounts for the Company, including a balance sheet, income statement and cash flow for the three (3) months ended March 31, 2010 (collectively, the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements” ), which shall in the Product Assets case of the Annual Financial Statements be certified by the Company’s accountants and in the case of the Interim Financial Statements be accompanied by an instrument executed by the chief financial officer of the Company certifying that such Interim Financial Statements were prepared in accordance with GAAP, excluding footnotes, consistently applied and fairly present the financial condition of the Company and its results of operation for which a certificate of title or origin is required to transfer title to Purchaserthe period specified therein; and (ij) evidence of written consents from or notices evidence, in a form and substance acceptable to any third party required for consummation of Parent, in its sole discretion, that all option plans, including those under which Company Options have been issued, shall be terminated immediately upon the Contemplated TransactionsEffective Time.