Common use of Deliveries of the Seller Clause in Contracts

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. At the Closing, the Seller will execute and Parent shall deliver or cause to be executed and delivered the following items to the Buyer: (a) a release Xxxx of Sale, Assignment and Assumption Agreement, in form reasonably satisfactory to the form attached hereto as Exhibit ABuyer (the "Xxxx of Sale, Assignment and Assumption Agreement"), duly executed by the Seller that, among other things, conveys, transfers and sells to the Buyer all right, title and interest of the Seller in and to the Acquired Assets free and clear of any Liens; (b) a certificate certificates dated the Closing Date and signed executed by Selleran executive officer of the Seller and Parent certifying, certifying in each case, that (ix) there are no existing liabilities the representations and warranties of the Company Seller and Parent contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on the Closing Date, except for such representations and warranties as are made as of a specific date, which shall be true and correct in all material respects as of such date; provided, however, that if any representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified shall be true and correct in all respects and (iiy) there are no actionsthe covenants and agreements of the Seller and Parent contained in this Agreement and required to be complied with or performed on or prior to the Closing Date shall have been complied with or performed in all material respects. (c) all Assignments, suitsConsents and all other consents of, proceedings and estoppel certificates and releases from, and all notices delivered by the Seller to, any Governmental Entity or investigations pending or threatenedother Person, which might result each in an action form and substance reasonably satisfactory to enjoin or prevent the Buyer, that is required for the consummation of the transactions contemplated by this Agreement, or which might result in a Material Adverse Effect; (c) hereby and for the original stock certificates representing Buyer to conduct and operate the Shares, with duly executed stock powers attached thereto in proper form for transferBusiness; (d) the Landlord Consent and Estoppel Certificates duly executed by each Landlord under 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 NevadaReal Property Lease; (e) the Articles of Incorporation copies of the Company certified by the Secretary executed Surrender Letters, along with reasonable proof 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 Companythereof; and (jf) such other documents and instruments as shall be required to transfer to the Buyer or its counsel reasonably shall deem necessary the Acquired Assets as contemplated by this Agreement and to consummate effectuate the transactions contemplated hereby. All documents delivered to Buyer shall be in form and substance reasonably satisfactory to Buyerby this Agreement.

Deliveries of the Seller. At Simultaneously herewith, the ClosingSeller (and, Seller will execute in the case of the Guaranty and deliver or cause Non-Competition Agreements from Jeffxxx Xxxx, Xxchxxx Xxxx, Xxvix Xxxxxxxx, Xxltxx Xxxxxxxxx, xxd Kerrx Xxxx, xxferred to be executed and delivered in Section 3.2(A)(8), below, each such person) is delivering the following documents to Buyerthe Purchaser: (a) a release 1. an executed original of the Escrow Agreement, dated the Closing Date, in substantially the form attached hereto as Exhibit A;set forth in EXHIBIT A (the "Escrow Agreement"). (b) a certificate 2. an executed original of the lease covering the Excluded Real Property and Excluded Personalty dated the Closing Date and in substantially the form set forth in EXHIBIT B (the "Lease"), executed by the Seller as landlord thereunder; 3. executed originals of the secretary's certificates in substantially the form set forth on EXHIBIT C-1; 4. an opinion of counsel to the Seller in substantially the form set forth in EXHIBIT D hereto; 5. a receipt for the Unadjusted Cash Payment executed by the Seller in a form satisfactory to Seller; 6. a certification of non-foreign status 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 chief executive officer of the Company; Seller affirming that the Seller is not a foreign person within the meaning of Section 1445 (fb)(2) copies of resolutions of the Board Internal Revenue Code of Directors of 1986, as amended (the Company"Code"), 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 which certification shall be in substantially the form set forth in EXHIBIT E hereto; 7. any clearance certificates or similar documents that may be required by any state taxing authority in order to relieve the Purchaser of any obligation to withhold any portion of the Unadjusted Cash Payment; 8. executed originals of the Guaranty and substance reasonably satisfactory Non-Competition Agreements from Jeffxxx Xxxx, Xxchxxx Xxxx, Xxvix Xxxxxxxx, Xxltxx Xxxxxxxxx xxx Kerrx Xxxx, xx each case substantially in the forms set forth in EXHIBIT F hereto; 9. a letter from Wachovia to Buyerthe Seller evidencing payment in full of the Wachovia Debt, and executed UCC-3's or other evidence showing that any and all liens, charges and encumbrances on the Assets securing the Wachovia Debt, the Real Estate Debt or the SBA Debt, or any other Liabilities have been or will be promptly released and discharged.

Deliveries of the Seller. At the Closing, the Seller will execute shall deliver to Purchaser, in form and deliver or cause substance satisfactory to be executed and delivered to BuyerPurchaser, the following: (a) a release any and all certificates representing the Interests, which certificates (as to Subsidiaries directly owned by GMM) shall be duly endorsed in the form attached hereto as Exhibit Ablank for transfer or accompanied by properly executed transfer powers endorsed in blank, and any other documentation reasonably requested by Purchaser necessary or appropriate to transfer and assign all of such Interests to Purchaser; (b) a certificate dated Bill xx Sale and Assignment executed by the Closing Date and signed by Seller, certifying that substantially in the form of Exhibit B attached hereto (ithe "Bill xx Sale") there are no existing liabilities or a similar document required by the local law applicable to any Foreign Subsidiary and such other documents of transfer, assignment and conveyance as may be reasonably requested by Purchaser to vest in Purchaser good and marketable title in and to the Company Interests and Assets; (c) a certificate, dated as of the Closing Date, signed by Seller stating that (i) all conditions specified in Sections 7.1 and 7.2 have been fulfilled; (ii) there are no actionsall authorizations, suitsconsents, proceedings approvals and waivers or investigations pending other action required to be obtained or threatenedtaken by Seller in connection with the execution, which might result in an action to enjoin or prevent delivery and performance of this Agreement and the consummation of the all agreements and transactions contemplated by this AgreementAgreement have been obtained or taken; and (iii) there has been no material adverse change in the business, properties or which might result in a Material Adverse Effect; (c) assets of the original stock certificates representing Seller or Subsidiaries from the Shares, with duly executed stock powers attached thereto in proper form for transferdate of this Agreement to the Closing Date; (d) a certificate an opinion of good standing Nelsxx Xxxxxxx Xxxxx & Xcarxxxxxxx, X.L.P., counsel for the CompanySeller and Mark X. Xxxxxx ("XJG"), 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.Purchaser; (e) an opinion of Rosexxxxx & Xiebxxxxxxx, X.C., counsel for SZ Investments, LLC ("SZI"), dated the Closing Date, in form and substance reasonably satisfactory to Purchaser; (f) all minute books, stock record books, corporate seals, client lists, books of account, bank accounts, leases, contracts, agreements, files and other documents, instruments, work product, funds, receivables, assets, papers, and properties, of any kind, of the Subsidiaries and all such documents, etc. in any way related to their respective businesses, provided that Seller may retain copies of the foregoing, and Purchaser hereby covenants to provide Seller reasonable access to the foregoing for all proper purposes; (g) a Management Agreement, executed by MJG through Lucor (the "Lucor Management Agreement"), substantially in the form of Exhibit C attached hereto; (h) certificates of existence and good standing for the Seller and Subsidiaries (other than the Foreign Subsidiaries) issued by the Secretary of State or other applicable governmental authority of its respective state or country of incorporation or organization, as applicable, dated as of a date no more than five days prior to the Closing Date; (i) copies of the Articles of Incorporation or Articles of Organization, as applicable, of Seller and each Subsidiary (other than the Foreign Subsidiaries) certified to be true and accurate by the Secretary of State or other applicable governmental authority of its respective state or country of incorporation or organization, as applicable, dated as of a date no more than five days prior to the Closing Date; (j) copies of the Bylaws or Operating Agreement, as applicable, of Seller and each Subsidiary (other than the Foreign Subsidiaries) certified to be true and accurate by the current Secretary of Seller or such Subsidiary, dated as of the Closing Date; (k) copies of the latest extracts from the Commercial Registers (Handelsregisterauszuge) for each German Subsidiary indicating that such Subsidiary has been duly incorporated and still exists on the respective Register; (l) copies of the applicable Gesellschaftsvertag for each German Subsidiary; (m) Standstill Agreement executed by MJG and SZI, substantially in the form of Exhibit D attached hereto (collectively the "Standstill Agreement");

Deliveries of the Seller. At the Closing, the Seller will execute shall deliver ------------------------ to Purchaser, in form and deliver or cause substance satisfactory to be executed and delivered to BuyerPurchaser, the following: (a) a release any and all certificates representing the Interests, which certificates (as to Subsidiaries directly owned by GMM) shall be duly endorsed in the form attached hereto as Exhibit Ablank for transfer or accompanied by properly executed transfer powers endorsed in blank, and any other documentation reasonably requested by Purchaser necessary or appropriate to transfer and assign all of such Interests to Purchaser; (b) a certificate dated Bill of Sale and Assignment executed by the Closing Date and signed by Seller, certifying that substantially in xxx form of Exhibit B attached hereto (ithe "Bill of Sale") there are no existing liabilities or a similar ---------- document reqxxxxd by the local law applicable to any Foreign Subsidiary and such other documents of transfer, assignment and conveyance as may be reasonably requested by Purchaser to vest in Purchaser good and marketable title in and to the Company Interests and Assets; (c) a certificate, dated as of the Closing Date, signed by Seller stating that (i) all conditions specified in Sections 7.1 and 7.2 have been fulfilled; (ii) there are no actionsall authorizations, suitsconsents, proceedings approvals and waivers or investigations pending other action required to be obtained or threatenedtaken by Seller in connection with the execution, which might result in an action to enjoin or prevent delivery and performance of this Agreement and the consummation of the all agreements and transactions contemplated by this AgreementAgreement have been obtained or taken; and (iii) there has been no material adverse change in the business, properties or which might result in a Material Adverse Effect; (c) assets of the original stock certificates representing Seller or Subsidiaries from the Shares, with duly executed stock powers attached thereto in proper form for transferdate of this Agreement to the Closing Date; (d) a certificate an opinion of good standing Nelson Mullins Riley & Scarborough, L.L.P., counsel for the CompanySeller and Xxxx X. Xxxxxx ("MJG"), dated not more than ten (10) business days prior to the xxxxx xhe Closing Date, issued by the Secretary of State of the State of Nevadain form and substanxx xxxxxxxxxx satisfactory to Purchaser; (e) the Articles an opinion of Incorporation of the Company certified by the Secretary of State of the State of Nevada and a copy of the bylaws of the CompanyRosenberg & Liebentritt, certified by an officer of the Company; P.C., counsel for SZ Investments, LLC (f) copies of resolutions of the Board of Directors of the Company"XXX"), certified by the Secretary of the Company as having been duly and validly adopted and being in full force and effectdatex xxx Xxxsing Date, 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 BuyerPurchaser; (f) all minute books, stock record books, corporate seals, client lists, books of account, bank accounts, leases, contracts, agreements, files and other documents, instruments, work product, funds, receivables, assets, papers, and properties, of any kind, of the Subsidiaries and all such documents, etc. in any way related to their respective businesses, provided that Seller may retain copies of the foregoing, and Purchaser hereby covenants to provide Seller reasonable access to the foregoing for all proper purposes; (g) a Management Agreement, executed by MJG through Lucor (the "Lucor Management Agreement"), substantially in the form of Exhibit C attached hereto; --------- (h) certificates of existence and good standing for the Seller and Subsidiaries (other than the Foreign Subsidiaries) issued by the Secretary of State or other applicable governmental authority of its respective state or country of incorporation or organization, as applicable, dated as of a date no more than five days prior to the Closing Date; (i) copies of the Articles of Incorporation or Articles of Organization, as applicable, of Seller and each Subsidiary (other than the Foreign Subsidiaries) certified to be true and accurate by the Secretary of State or other applicable governmental authority of its respective state or country of incorporation or organization, as applicable, dated as of a date no more than five days prior to the Closing Date; (j) copies of the Bylaws or Operating Agreement, as applicable, of Seller and each Subsidiary (other than the Foreign Subsidiaries) certified to be true and accurate by the current Secretary of Seller or such Subsidiary, dated as of the Closing Date; (k) copies of the latest extracts from the Commercial Registers (Handelsregisterausz ge) for each German Subsidiary indicating that such Subsidiary has been duly incorporated and still exists on the respective Register; (l) copies of the applicable Gesellschaftsvertag for each German Subsidiary; (m) Standstill Agreement executed by MJG and SZI, substantially in the form of Exhibit D attached hereto (collectively the "Standstill Agreement"); ---------- (n) Required Consents of Third Parties; (o) releases of all Liens on any of the assets, properties or rights of the Seller or the Subsidiaries (the "Lien Releases"); (p) bank signature cards for all of Seller's and Subsidiaries' bank accounts; (q) all other documents, instruments, certificates and opinions required to be delivered by the Seller pursuant to this Agreement; (r) a Restrictive Covenant Agreement executed by Seller and MJG, substantially in the form of Exhibit E attached hereto; ---------- (s) a Restrictive Covenant Agreement executed by SZI, substantially in the form of Exhibit E attached hereto; ---------- (t) the unaudited Consolidating Balance Sheet as of September 30, 1998; (u) the unaudited Consolidating Statement of Operations for the year ended December 31, 1998 and the Consolidating Balance Sheet as of December 31, 1998; and (v) the calculation of the Estimated Cash Adjustment in accordance with Section 1.6(c).

Deliveries of the Seller. At Contemporaneously with the Closingexecution and delivery hereof, the Seller will execute and deliver is delivering, or cause causing to be executed and delivered delivered, to the Buyer: (a) a release in That certain Security Agreement of even date, between the form attached hereto as Exhibit A;Seller and the Buyer (the "Security Agreement"), duly executed by the Seller. (b) [INTENTIONALLY OMITTED]. (c) [INTENTIONALLY OMITTED]. (d) [INTENTIONALLY OMITTED]. (e) [INTENTIONALLY OMITTED]. (f) [INTENTIONALLY OMITTED]. (g) That certain Termination of License Agreement of even date, between the Seller and the Buyer (the "License Termination"), duly executed by the Seller. (h) That certain Subordination Agreement of even date, among National City Bank (the "Bank"), the Seller and the Buyer (the "Subordination Agreement"), duly executed by the Seller. (i) That certain License Agreement of even date between the Seller and the Buyer (the "License Agreement"), duly executed by the Seller. (j) That certain Termination of Lease of even date between the Seller and Rosenboom Machine & Tool, Inx. ("XXX"), duly executed by the Seller. (k) A certificate, executed by a certificate dated duly authorized officer of the Closing Date and signed by Seller, certifying that and attaching (i) there are no existing liabilities appropriate resolutions of the Company as board of directors of the Closing DateSeller; (ii) the consent of the shareholders of the Seller, with respect to each of clauses (i) 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 authorizing the transactions contemplated by this Agreement, Agreement and by the Collateral Agreements; and (iii) true and complete copies of the Certificate or which might result in a Material Adverse Effect;Articles of Incorporation and By-laws (or equivalent documents) of the Seller. (cl) the original stock certificates representing the Shares, with duly executed stock powers attached thereto in proper form for transfer; (d) a certificate 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) Delaware, dated as of a date reasonably close to the Articles date of Incorporation this Agreement, as to the due incorporation and good standing 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 BuyerSeller.

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 Certificates representing the form Company Shares, with duly executed assignments separate from certificates attached hereto as Exhibit Athereto; (b) a certificate dated the Closing Date and signed by Seller, certifying that (i) there are no existing liabilities Certificates 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 CompanyGood Standing, dated not more than ten thirty (1030) business days prior to the Closing Date, with respect to the Company, issued by the Secretary of State of the State of Nevada; (e) the Articles of Incorporation of the Company certified Washington and by the Secretary of State of each jurisdiction in which the State of Nevada Company is qualified to do business as a foreign corporation, as set forth in Schedule 3.2 (with telephonic confirmation on the Closing Date). (c) any required third-party consents, filings, and a copy certificates from Seller or any third party (including any governmental authority or agency) relating to the sale of the bylaws Company Shares; (d) an opinion of Seller's counsel dated as of the Closing Date, in form and substance satisfactory to Buyer, a form of which is attached hereto as Exhibit 5.2-D; (e) a Secretary's Certificate of the Company, together with a certified by an officer copy of the Company; (f) 's Certificate of Incorporation, and copies of the Bylaws and the 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 's obligations under this Agreement hereunder and thereunder, each such item certified by the Transaction Documentssecretary of the Company as having been duly and validly adopted and in full force and effect; (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; (hf) the written resignation of all the officers and directors of the Company, effective as of the Closing; (g) a duly executed Trademark License Termination Agreement executed by Seller's Affiliate, Glass Doctor, Inc., in the form attached hereto as Exhibit 5.2-G; (h) a fully executed Asset Purchase Agreement; (i) an Amendment from each Franchisee and licensee of the Seller, in a form acceptable to Dwyex Xxxup (except for the Franchisees operating in Arizona and Broward County, Florida); (j) all minute books, stock ledgers and similar corporate records of the Company; (k) a Release in the form attached hereto as Exhibit 5.2-K executed by Seller and his Affiliates; and (jl) 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 Kattxx Xxxxxx & Xavix, xxunsel for Buyer.

Deliveries of the Seller. At Prior to or 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) Sellers shall have delivered to the Buyer a certificate dated as of the Closing Date and signed executed by Sellerthe President of the Company to the effect that (A) the Company shall have procured all of the third party consents and given notices to third parties in connection with the matters set forth in Section 4.3, certifying that above; and (B) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) there are no existing liabilities prevent consummation 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 any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of the Buyer to own the Company Shares and to control the Company, or which might result (iv) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in a Material Adverse Effecteffect); (b) the Sellers shall have delivered certificates representing the Company Shares, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed, for transfer to the Buyer; (c) the original stock certificates representing Sellers shall have delivered to the SharesBuyer a certificate dated as of the Closing Date executed by the Secretary of the Company (i) certifying that the Bylaws, with duly executed stock powers as attached thereto to such certificate, is a true and correct copy of the Company's Bylaws as in proper form for transfereffect as of the Closing Date, (ii) providing as attachments thereto, the Company's Certificate of Incorporation and Certificate of Good Standing certified by an appropriate New Jersey state official as of a date not more than 10 days before the Closing Date and by the Company's Secretary as of the Closing Date; (d) a certificate of good standing for Xxxxxxx X. Xxxxx shall have entered into and delivered the Company, dated not more than ten (10) business days prior to employment agreement with the Closing Date, issued by Buyer in the Secretary of State of the State of Nevadaform attached hereto as Exhibits 6.1(d); (e) the Articles of Incorporation Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit 6.1(e) attached hereto, addressed to the Buyer, and dated as 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 CompanyClosing Date; (f) copies the Buyer shall have received the resignations, effective as of resolutions the Closing, of each director and executive officer of the Company, except for the resignation of Xxxxxxx X. Xxxxx as Chief Executive Officer, President and member 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) the Sellers shall have delivered all consentscertificates, approvalsopinions, waivers or amendments pursuant to all contractsinstruments, licenses, permits, trademarks and other intangibles in connection with documents required to effect the transactions contemplated herein, or for hereby reasonably satisfactory in form and substance to the continued operation of the Company after the Closing Date on the basis as presently operatedBuyer; (h) the written resignation Seller shall have delivered a list setting forth the name of all Company employees and the officers and directors number of shares of Common Stock for which such employees will be granted an option to purchase by the Company, effective Buyer 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 set forth in form and substance reasonably satisfactory to BuyerSection 5.5 above.

Deliveries of the Seller. At the ClosingClosing and subject to the terms, provisions and conditions contained herein, the Seller will execute shall take all actions and do all things necessary to sell, transfer, assign, convey and deliver the Purchased Assets to the Purchaser, free and clear of any and all Liens, and to consummate the transactions contemplated hereby, including, without limitation, delivery or cause causing to be executed and delivered to Buyerthe Purchaser the following: (a) a release Xxxx of Sale, Assignment and Assumption Agreement (the "Xxxx of Sale"), in the form of Exhibit B attached hereto hereto, with full covenants of warranty as Exhibit Ato the good and indefeasible title of the Seller in the Purchased Assets covered thereby, necessary to sell, transfer and assign all of the Seller's right, title and interest in and to the Purchased Assets, free and clear of any and all Liens; (b) a certificate dated such instruments of sale, assignment, transfer and conveyance as the Closing Date Purchaser may request in order to record the sale, assignment, transfer and signed by Seller, certifying that (i) there are no existing liabilities conveyance of any of the Company as of Intellectual Property Rights with the Closing DateUnited States Patent and Trademark Office, the United States Copyright Office and (ii) there are no actionsany other Governmental Entity, suits, proceedings domestic 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 Effectforeign; (c) the original stock certificates representing employment agreement between HealthRamp, Inc., a wholly owned subsidiary of the SharesPurchaser ("HealthRamp") and Xx. Xxxx Xxxxx (the "Xxxxx Employment Agreement"), with duly executed stock powers attached thereto in proper form for transferby Xx. Xxxxx; (d) the employment agreement between HealthRamp and Xx. Xxxx Xxxxxxxxx (the "Xxxxxxxxx Employment Agreement"), executed by Xx. Xxxxxxxxx; (e) the Escrow Agreement, in the form of Exhibit A, executed by the Seller and each of the secured creditors of the Seller (the "Secured Creditors"); (f) a certificate of good standing for of the CompanySeller, dated not more than ten (10) business days prior to the Closing Dateas of a recent date, issued by from the Secretary of State of the State of NevadaDelaware; (eg) the Articles of Incorporation a certificate, dated as of the Company certified by the Secretary of State of the State of Nevada and a copy of the bylaws of the CompanyClosing Date, certified by an officer of the Company; (f) copies of resolutions of the Board of Directors of the Company, certified executed by the Secretary of the Company as having been duly Seller certifying that attached thereto are (i) true, correct and validly complete copies of the Certificate of Incorporation and by-laws of the Seller; (ii) true, correct and complete copy of the resolutions adopted by the Board of Directors and being in full force and effect, the stockholders of the Seller authorizing the execution execution, delivery and delivery performance of this Agreement and the Transaction Seller Documents and the performance consummation of the Company’s obligations under transactions contemplated hereby and thereby; and (iii) the incumbency of the officers of the Seller executing this Agreement and the Transaction Seller 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 copies of all the officers consents listed on Schedule 4.6 attached hereto 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 Authorizations necessary or its counsel reasonably shall deem necessary required to be obtained in order to consummate the transactions contemplated hereby. All documents delivered to Buyer shall be in form and substance ; (i) evidence reasonably satisfactory to Buyerthe Purchaser of the payment by the Seller of all Taxes, if any, based upon or relating to the sale, assignment, conveyance and transfer of the Purchased Assets to the Purchaser and the consummation of the transactions contemplated hereby; (j) evidence of filing of such Uniform Commercial Code termination of financing statements and such other termination and release agreements as are required in order to sell, transfer, assign, convey and deliver to the Purchaser all rights, title and interest of the Seller in and to the Purchased Assets, free and clear of all Liens, including, without limitation, consents and release of any Liens from each of the Secured Creditors; (k) all of the Seller's books, records and other data and materials contemplated by Section 2.1 of this Agreement (l) Agreement, Termination and Release (the "Agreement, Termination and Release") in substantially the form attached hereto as Exhibit C from each of the secured creditors of Seller; and (m) such other certificates, documents, receipts and instruments as the Purchaser or its legal counsel may reasonably request.

Deliveries of the Seller. At the Closing, the Seller will execute and deliver or cause to be executed and delivered to Buyer: (a) a duly executed Bxxx of Sale and Assignment and Assumption Agreement between the Buyer and the Seller, in the form of Exhibit 4.3(a) attached hereto, and such other bills of sale with respect to the Assets, assignments, endorsements and other documents of title and other good and sufficient instruments of conveyance and transfer, as shall be effective to vest Buyer with full, complete and marketable right, title and interest in and to the Assets in form and substance satisfactory to Buyer; (b) any required Consents, filings, and certificates from the Seller or any third party (including any governmental authority or agency) relating to the sale of the Assets, including, without limitation, copies of all written Consents obtained in connection with the transfer of the Material Contracts; (c) any documents, including any UCC amendments or termination statements, necessary to release all Liens on the Assets; (d) a duly executed Termination Agreement in the form attached hereto as Exhibit A; 4.3(d), pursuant to which the Buyer and Seller shall terminate the Master Services Agreement (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 “Termination 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) a duly executed License Agreement in the Articles of Incorporation of form attached hereto as Exhibit 4.3(e) (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“License Agreement”); (f) copies of resolutions of a duly executed Master Services Agreement in the Board of Directors of form attached hereto as Exhibit 4.3(f) (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“New MSA”); (g) all consentsthe Customer List, approvalsthe Customer Data, waivers the Books and Records, originals (or amendments pursuant copies if originals are not reasonably available) of those Material Contracts specifically identified on Schedule 1.2(d), and each of the agreements and documents contemplated to all contracts, licenses, permits, trademarks and other intangibles be delivered by or entered into by Seller in connection with the transactions contemplated hereinor pursuant to this Agreement, or for the continued operation including without limitation each of the Company after the Closing Date on the basis as presently operatedTransaction Documents, duly executed by such party or parties; (h) Buyer shall have received a certificate from Seller as to the written resignation of all the officers and directors satisfaction of the Companyconditions set forth in Section 4.4 dated the Closing Date, effective as executed by a duly authorized officer of the Closing; (i) all minute books, stock ledgers and similar corporate records of the CompanySeller; and (ji) 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. At the Closing, the Seller will execute and shall deliver or cause to be executed and delivered to the 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 from the Secretary of State of the State of NevadaDelaware dated within 10 Business Days of the Closing Date confirming the formation and good standing of each of the Seller and the Company and each of the Company’s Subsidiaries; (eb) the Articles of Incorporation of the Company certified by a certificate from the Secretary of State of the State of Nevada and a copy Texas dated within 10 Business Days of the bylaws Closing Date confirming the qualification of the Company, certified by an officer Company as a foreign entity; (c) a certificate from the Comptroller of the CompanyState of Texas dated within 10 Business Days of the Closing Date as to the good standing of the Company in the State of Texas effective through the Closing Date; (d) the certificate of interest representing the LLC Interests, along with a duly executed instrument of transfer, transferring the LLC Interests to the Buyer; (e) a receipt acknowledging receipt of funds pursuant to Section 2.1(b); (f) copies a receipt of resolutions Centaurus acknowledging receipt of funds pursuant to Section 2.2(a)(iii), along with releases of all Liens in favor of Centaurus under the Board of Directors of documents governing the CompanyCentaurus Debt, 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 return of all collateral associated with such Liens held by or on behalf of Centaurus under the performance of the Company’s obligations under this Agreement and the Transaction DocumentsCentaurus Debt; (g) all consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated hereina certificate from, or for on behalf of, the continued operation Seller, dated as of the Company after Closing Date, to the Closing Date on effect that the basis as presently operatedconditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied; (h) the written resignation of all the officers and directors of the Companyresignations or terminations, effective as of the ClosingClosing Date, of all of the officers, directors and managers of the Company and each of its Subsidiaries; (i) all minute books, stock ledgers a duly completed and similar corporate records executed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Company; andU.S. Treasury regulations; (j) such other documents an updated listing of gas in place as contemplated by Section 6.13; (k) the consents of Xxxxxxxxx, Xxxx & Company, P.C. and instruments as Buyer or its counsel reasonably shall deem necessary to consummate the transactions contemplated hereby. All documents delivered to Buyer shall be Ernst & Young LLP (each in form and substance reasonably satisfactory acceptable to the Buyer) to include the reports of Xxxxxxxxx, Xxxx & Company, P.C. and Ernst & Young LLP, respectively, with respect to the Financial Statements in the Inergy Securities Filings; (l) a legal opinion from Xxxxxxx Xxxxx LLP in form and substance reasonably acceptable to the Buyer and covering the following opinion points: existence; qualification to transact business; power and authority; execution and delivery; and no violation of organizational documents; and (m) such other agreements, documents and instruments as are required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.