Deliveries of the Seller. At the Closing, Seller will execute and deliver or cause to be executed and delivered to Buyer:
(a) a release in the form attached hereto as Exhibit A;
(b) a certificate dated the Closing Date and signed by Seller, certifying that (i) there are no existing liabilities of the Company as of the Closing Date, and (ii) there are no actions, suits, proceedings or investigations pending or threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or which might result in a Material Adverse Effect;
(c) the original stock certificates representing the Shares, with duly executed stock powers attached thereto in proper form for transfer;
(d) a certificate of good standing for the Company, dated not more than ten (10) business days prior to the Closing Date, issued by the Secretary of State of the State of Nevada;
(e) the Articles of Incorporation of the Company certified by the Secretary of State of the State of Nevada and a copy of the bylaws of the Company, certified by an officer of the Company;
(f) copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company as having been duly and validly adopted and being in full force and effect, authorizing the execution and delivery of this Agreement and the Transaction Documents and the performance of the Company’s obligations under this Agreement and the Transaction Documents;
(g) all consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company after the Closing Date on the basis as presently operated;
(h) the written resignation of all the officers and directors of the Company, effective as of the Closing;
(i) all minute books, stock ledgers and similar corporate records of the Company; and
(j) such other documents and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby. All documents delivered to Buyer shall be in form and substance reasonably satisfactory to Buyer.
Deliveries of the Seller. All deliveries required to have been made by the Seller under Section 1.5 at the Closing shall have been delivered.
Deliveries of the Seller. At or prior to the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
Deliveries of the Seller. At the Closing, the Seller shall deliver to Purchaser the following, all of which shall be in form and content satisfactory to Purchaser and its counsel:
(a) Certificates representing the Seller's Shares, duly endorsed and in proper form for transfer to Purchaser by delivery under applicable law, or accompanied by duly executed instruments of transfer in blank;
(b) Certificates representing the Shares;
(c) A copy of resolutions of the Board of Directors of each of the Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, as certified by the respective Secretaries of the Seller as being true and correct copies of the originals thereof subject to no modifications or amendments;
(d) A certificate, dated within 15 days of the Closing Date, of the Secretary of State of Florida establishing that the Company is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in Florida; and
(e) All authorizations, consents, approvals, permits and licenses referenced in Schedule 3.8.
Deliveries of the Seller. At the Closing, the Seller is delivering or causing to be delivered to the Purchaser:
(a) one or more certificates representing the Purchased Shares and the Contributed Shares, together with stock powers separate from the certificates duly executed by the Seller in blank;
(b) a Stock Assignment Separate From Certificate executed by the Seller, transferring the Shares to the Purchaser;
(c) a Secretary’s Certificate or Officer’s Certificate in substantially the form attached hereto as Schedule 2.2(e), duly executed by the Secretary or other officer of the Company;
(d) the Employment Agreement;
(e) the Plan Documents;
(f) the Put Option Agreement; and
(g) the written resignations of all directors of the Company’s Board of Directors, with such resignation to be effective no later than the Closing Date.
Deliveries of the Seller. Subject to the last sentence of Section 2.5(a), the Purchaser shall have received all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to Section 2.3(a).
Deliveries of the Seller. At the Closing, in addition to the conveyance of the Assets from the Sellers to the Buyer in exchange for the Purchase Price, the Sellers will deliver or cause to be delivered to the Buyer:
1.6.1.1 Any assignment and bxxx of sale or deed necessary to effectively transfer record and beneficial ownership of the Assets to the Buyer;
1.6.1.2 All required certificates and documents of title (other than the Undelivered Certificates of Title (defined below)) relating to the Assets being purchased by the Buyer duly executed and endorsed for transfer to the Buyer;
1.6.1.3 Releases of all liens to which any of the Assets were subject before the Closing;
1.6.1.4 All written consents required to be delivered pursuant to Section 2.1.9 or otherwise;
1.6.1.5 All other deliveries required to be delivered by the Sellers to the Buyer pursuant to Article 4 here;
1.6.1.6 Evidence reasonably satisfactory to Buyer as to the termination of the leases as required by Section 6.8; and
1.6.1.7 All other deliveries reasonably requested by the Buyer to be delivered by the Sellers.
Deliveries of the Seller. At or prior to the Closing, the Seller shall deliver to the Purchaser:
(i) a copy of this Agreement executed by Seller;
(ii) any and all documentation relating to the Assets being purchased hereunder as set forth through out this Agreement and not previously delivered;
(iii) all of the Bills of Sale, in substantially the form attached hereto as Schedule I, deeds, assignments and other conveyance and transfer documentation required for conveyance of the Assets to Purchaser; and,
(iv) duly authorized and executed Closing Certificate.
Deliveries of the Seller. At the Closing, the Seller shall deliver the following items to the Buyer:
(a) The Required Consents;
(b) A tax, lien and judgment search of the Company showing no items not disclosed in the schedules to this Agreement;
(c) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(d) A certificate duly executed by the Secretary of the Seller, attesting, with respect to the Seller, the resolutions duly and validly adopted by the board of directors of the Seller evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Incorporation and Bylaws, and as to the incumbency of each of its executive officers;
(e) A certificate with respect to each of the Seller and the Company from the Secretary of the State of Ohio and Indiana, respectively, attesting as to its valid existence thereof as of a date not earlier than two business days prior to the date hereof; and
(f) The documents referred to in Sections 5.3, 5.4, 5.9 and 6.1(c).
