Common use of Documents at Closing Clause in Contracts

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT will deliver, or will cause to be delivered, to KAIR the following: (i) A certificate executed by the President and Secretary of CCT to the effect that all representations and warranties made by CCT under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR on said date. (ii) A certificate from the state of California dated at or about the Closing to the effect that CCT is in good standing under the laws of said jurisdiction. (iii) Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement. (iv) Certified copies of resolutions adopted by the directors of CCT authorizing this transaction. (v) All other items, the delivery of which is a condition precedent to the obligations of KAIR as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR will deliver or cause to be delivered to CCT: (i) Stock certificates representing the KAIR Shares to be issued as a part of the stock exchange as described herein. (ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT Superior will deliver, or will cause to be delivered, to KAIR Pacific the following: (i) A a certificate executed by the President and Secretary or Manager of CCT Superior to the effect that all representations and warranties made by CCT the Superior under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR Pacific on said date.; (ii) A a certificate from the state State of California Florida dated at or about within five business days of the Closing to the effect that CCT the Superior is in good standing under the laws of said jurisdiction.Florida; (iii) Such such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.; (iv) Certified a general Release signed by each of the Superior Members; (v) certified copies of resolutions adopted by the directors Manager of CCT the Superior authorizing this transaction.the Transaction; and (vvi) All all other items, the delivery of which is a condition precedent to the obligations of KAIR Pacific, as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR Pacific will deliver or cause to be delivered to CCTSuperior: (i) Stock stock certificates representing the KAIR Shares those securities of Superior to be issued as a part of in the stock exchange Exchange as described herein.in Section 7 hereof; (ii) Certified a certificate of the President of Pacific, respectively, to the effect that all representations and warranties of Pacific made under this Agreement are true and correct as of the Closing, the same as though originally given to the Superior on said date; (iii) certified copies of resolutions adopted by KAIR's board the Board of directors Directors of Pacific authorizing the Acquisition Transaction and all related matters described hereinmatters; (iiiiv) Certificate certificates from the jurisdiction State of incorporation Delaware dated within five business days of KAIR dated at or about the Closing Date that KAIR Pacific is in good standing under the laws of said state.; (ivvi) Such such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT MCY will deliver, or will cause to be delivered, to KAIR HBI the following: (i) A a certificate executed by the President and Secretary of CCT MCY to the effect that all representations and warranties made by CCT MCY under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR HBI or HBI Sub on said date.; (ii) A a certificate from the state of California MCY's incorporation dated at or about the Closing to the effect that CCT MCY is in good standing under the laws of said jurisdiction.state; (iii) Such Investment Letters in the form attached hereto as Exhibit "D" executed by each MCY Shareholder, some of which may be delivered after Closing; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.; (ivv) Certified executed copies of the Certificate of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of CCT MCY authorizing this transaction.the Merger; and (vvi) All all other items, the delivery of which is a condition precedent to the obligations of KAIR HBI and HBI Sub, as set forth herein. (vivii) The the legal opinion required by Section 12(c8(d) hereof. (b) KAIR HBI and HBI Sub will deliver or cause to be delivered to CCTMCY: (i) Stock stock certificates representing the KAIR Shares those securities of HBI to be issued as a part of the stock exchange Merger as described herein. (ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 2 hereof.;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT Compass will deliver, or will cause to be delivered, to KAIR WII the following: (i) A a certificate executed by the President and Secretary of CCT Compass to the effect that all representations and warranties made by CCT Compass under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR WII or WII Sub on said date.; (ii) A a certificate from the state of California Compass's incorporation dated at or about the Closing to the effect that CCT Compass is in good standing under the laws of said jurisdiction.state; (iii) Such Investment Letters in the form attached hereto as Exhibit "D" executed by each Compass Common Shareholder, some of which may be delivered after Closing; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.; (ivv) Certified executed copies of the Plan and Articles of Merger for filing; and certified copies of resolutions adopted by the shareholders and directors of CCT Compass authorizing this transaction.the Merger; and (vvi) All all other items, the delivery of which is a condition precedent to the obligations of KAIR WII and WII Sub, as set forth herein. (vivii) The the legal opinion required by Section 12(c8(d) hereof. (b) KAIR WII and WII Sub will deliver or cause to be delivered to CCTCompass: (i) Stock stock certificates representing the KAIR Shares those securities of WII to be issued as a part of the stock exchange Merger as described herein. (ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 2 hereof.;

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT will SpaceLogic shall deliver, or will shall cause to be delivered, to KAIR MBYI the following: (i) A a certificate executed by the President and Secretary of CCT SpaceLogic to the effect that all representations and warranties made by CCT SpaceLogic under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR MBYI on said date.; (ii) A certificate from the state of California dated at or about the Closing to the effect that CCT is in good standing under the laws of said jurisdiction. (iii) Such such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.; (iviii) Certified certified copies of resolutions adopted by the directors of CCT SpaceLogic authorizing this transaction.; (iv) SpaceLogic's certified audit for the period ended December 31, 2004; and (v) All all other items, the delivery of which is a condition precedent to the obligations of KAIR MBYI as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR MBYI will deliver or cause to be delivered to CCTSpaceLogic: (i) Stock stock certificates representing the KAIR Shares shares of MBYI Common Stock to be issued to the Stockholders as a part of the stock exchange as described herein.Purchase Price; (ii) Certified a certificate of the President of MBYI, to the effect that all representations and warranties of MBYI made under this Agreement are true and correct as of the Closing, the same as though originally given to SpaceLogic on said date; (iii) certified copies of resolutions adopted by KAIRMBYI's board of directors authorizing the Acquisition transaction contemplated hereunder and all related matters described herein; (iiiiv) Certificate certificate from the jurisdiction of incorporation of KAIR MBYI dated at or about the Closing Date that KAIR MBYI is in good standing under the laws of said state.; (ivv) Such such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.; and (vvi) All other items, resignations of the delivery officers and directors of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereofMBYI.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) CCT The Company will deliver, or will cause to be delivered, to KAIR CMI the following: (i) A a certificate executed by the President and Secretary of CCT the Company to the effect that all representations and warranties made by CCT the Company under this Agreement are true and correct as of the ClosingClosing and as of the Effective Time of the Merger, the same as though originally given to KAIR CMI or Merger Sub on said date. date and that the Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger; (ii) A a certificate from the state of California the Company's incorporation dated at or about within five business days of the Closing to the effect that CCT the Company is in good standing under the laws of said jurisdiction.state; (iii) Such such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.Agreement and the other Transaction Documents; (iv) Certified executed copy of the Certificate of Merger for filing in Delaware; (v) certified copies of resolutions adopted by the Company Stockholders and the directors of CCT the Company approving the Merger Agreement and other Transaction Documents and authorizing this transaction.the Merger; (vvi) All the opinion of the Company's counsel as described in Section 9(i) above; and (vii) all other items, the delivery of which is a condition precedent to the obligations of KAIR CMI and Merger Sub, as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR will deliver or cause to be delivered to CCT: (i) Stock certificates representing the KAIR Shares to be issued as a part of the stock exchange as described herein. (ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents shall be delivereddelivered or actions taken: (a) CCT Xxxx Mining will deliver, or will cause to be delivered, to KAIR Standard Gold the following: : (i) A certificate executed by the President and Secretary of CCT to the effect that all representations and warranties made by CCT under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR on said date. (ii) A a certificate from the state State of California Nevada dated at or about within ten business days of the Closing to the effect that CCT Xxxx Mining is in good standing under the laws of said jurisdiction. the State of Nevada; (ii) fully executed copies of any Contract Assignments; (iii) Such documentation showing the assignment of any Required Permits to Standard Gold; (iv) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement. ; (ivv) Certified certified copies of resolutions adopted by all of the directors equity holders of CCT Xxxx Mining authorizing this transaction. the Exchange; and (vvi) All all other items, the delivery of which is a condition precedent to the obligations of KAIR Standard Gold, as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR Standard Gold will deliver or cause to be delivered to CCT: Xxxx Mining: (i) Stock certificates representing a certificate of a duly authorized officer of Standard Gold, respectively, to the KAIR Shares to be issued effect that all representations and warranties of Standard Gold made under this Agreement are true and correct as a part of the stock exchange Closing, the same as described herein. though originally given to Xxxx Mining and the Xxxx Mining Members on said date; (ii) Certified certified copies of resolutions adopted by KAIR's board of directors the Board authorizing the Acquisition Exchange and all related matters described herein; matters; (iii) Certificate certificates from the jurisdiction of incorporation of KAIR Standard Gold dated at or about within ten business days of the Closing Date that KAIR each of said corporations is in good standing under the laws of said state. ; (iv) Such a fully executed copy of the Wits Exchange Agreement; and (v) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents shall will be delivered: (a) CCT Kxxxxxx will deliver, or will cause to be delivered, to KAIR ElectroHealing the following:; (i) A certificate executed by All appropriate documents, including all assignments to be filed with the President U.S. Patent and Secretary of CCT Trademark Office (the "USPTO") and any foreign patent office that is relevant to the effect that Assigned Patent and all representations documents and warranties made by CCT under this Agreement are true and correct as other evidences of ownership to establish the outright ownership of the Closing, the same as though originally given to KAIR on said date.Assigned Patent by Kxxxxxx; (ii) A certificate from the state of California dated at or about the Closing to the effect that CCT is in good standing under the laws of said jurisdiction. (iii) Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.; (iv) Certified copies of resolutions adopted by the directors of CCT authorizing this transaction. (viii) All other items, the delivery of which is a condition precedent to the obligations of KAIR ElectroHealing, as set forth herein. (vi) The legal opinion required by in Section 12(c) hereof7 above. (b) KAIR ElectroHealing will deliver or cause to be delivered to CCT:Kxxxxxx; (i) Stock certificates representing the KAIR ElectroHealing Shares to be issued to Kxxxxxx as a part condition of the stock exchange Agreement as described herein.in Section 2 hereof; (ii) Certified copies of resolutions adopted by KAIRElectrollealing's board Boards of directors authorizing Directors and, if required, the Acquisition shareholders of ElectroHealing approving the Agreement and all related matters described hereinmatters; (iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state. (iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.; and (viv) All other items, the delivery of which is a condition precedent to the obligations of CCT, Kxxxxxx as set forth in Section 12 hereof6 above.

Documents at Closing. At the Closing, the following documents transactions shall be deliveredoccur, all of such transactions being deemed to occur simultaneously: (a) CCT CEI will deliver, or will cause to be delivered, to KAIR CHRON the following: (i) A a certificate executed by the President and or Secretary of CCT CEI to the effect that all representations and warranties made by CCT CEI under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR CHRON on said date.Date; (ii) A a certificate from the state State of California Nevada dated at or about the Closing to the effect that CCT CEI is in good standing validly existing under the laws of said jurisdiction.State; (iii) Such other instruments, documents and certificates, if any, as are required Common stock certificates representing those shares of CEI to be delivered pursuant to exchanged for the provisions of this AgreementMerger Shares. (iv) Certified copies of resolutions adopted by the directors of CCT authorizing this transaction. (v) All all other items, the delivery of which is a condition precedent to the obligations of KAIR CEI, as set forth herein. (vi) The legal opinion required by in Section 12(c) hereof4. (b) KAIR CHRON will deliver or cause to be delivered to CCTCEI and the CEI Security Holders: (i) Stock certificates representing a certificate from CHRON executed by the KAIR Shares President or Secretary of CHRON, to be issued the effect that all representations and warranties of CHRON made under this Agreement are true and correct as a part of the stock exchange Closing, the same as described herein.though originally given to CEI on said Date; (ii) Certified certified copies of resolutions adopted by KAIR's board CHRON Board of directors Directors and shareholders authorizing the Acquisition and all related matters described hereinthis transaction; (iii) Certificate certificates from the jurisdiction Nevada Secretary of incorporation of KAIR State dated at or about the Closing Date that KAIR is CHRON are in good standing under the laws of said state.State; (iv) Such other instruments and documents as are the legal opinion required to be delivered pursuant to the provisions of this Agreement.in Section 4; and (v) All all other items, the delivery of which is a condition precedent to the obligations of CCTCHRON, as set forth in Section 12 4 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT National Cash will deliver, or will cause to be delivered, to KAIR URON the following: : (i) A a certificate executed by the President and Secretary Manager of CCT National Cash to the effect that all representations and warranties made by CCT National Cash under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR URON on said date. ; (ii) A a certificate from the state State of California Minnesota dated at or about within ten business days of the Closing to the effect that CCT National Cash is in good standing under the laws of said jurisdiction. Minnesota; (iii) Such such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement. ; (iv) Certified certified copies of resolutions adopted by the directors board of CCT governors of National Cash authorizing this transaction. the Exchange; and (v) All all other items, the delivery of which is a condition precedent to the obligations of KAIR URON, as set forth herein. (vi) The legal opinion required by Section 12(c) hereof. (b) KAIR URON will deliver or cause to be delivered to CCT: National Cash: (i) Stock certificates representing a certificate of a duly authorized officer of URON, respectively, to the KAIR Shares to be issued effect that all representations and warranties of URON made under this Agreement are true and correct as a part of the stock exchange Closing, the same as described herein. though originally given to National Cash and the National Cash Members on said date; (ii) Certified certified copies of resolutions adopted by KAIR's the board of directors of URON authorizing the Acquisition Exchange and all related matters described herein; matters; (iii) Certificate certificates from the jurisdiction of incorporation of KAIR URON dated at or about within ten business days of the Closing Date that KAIR each of said corporations is in good standing under the laws of said state. ; and (iv) Such such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.

Documents at Closing. At the Closing, the following documents shall be delivered: (a) CCT Seller will deliver, or will cause to be delivered, to KAIR CAHR the following: (i) A certificate executed by the President and Secretary of CCT to the effect that all representations and warranties made by CCT under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR on said date. (ii) A certificate or electronic report from the state jurisdiction of California incorporation of MSO, as applicable, dated at or about the Closing closing to the effect that CCT MSO is in good standing under the laws of said jurisdiction; (ii) As applicable, corporate resolutions of the MSO's Board of Directors authorizing the transactions described in this Agreement. (iii) Such such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement. (iv) Certified copies of resolutions adopted by the directors of CCT authorizing this transaction. (v) All all other items, the delivery of which is a condition precedent to the obligations of KAIR CAHR, as set forth herein. (vi) The legal opinion required by Section 12(c) hereof.; (b) KAIR CAHR will deliver or cause to be delivered to CCT:the Momentum Stockholders; (i) Stock stock certificates representing the KAIR Shares those securities of CAHR to be issued as a part of the stock exchange as described herein.in this Agreement; (ii) Certified a certificate of the President and Secretary of CAHR, to the effect that, to the best of their knowledge and belief, all representations and warranties of CAHR made under this Agreement are true and correct as of the Closing. the same as though originally given to the Momentum Stockholders on said date; (iii) certified copies of resolutions adopted by KAIR's board CAHR Board of directors Directors authorizing the Acquisition transactions described herein and all related matters and such consents of CAHR stockholders as are required to consummate the transactions described herein; (iiiiv) Certificate from opinion of CAHR counsel that in their opinion there are no outstanding or impending lawsuits or actions in law that would adversely impact this Agreement or the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state.execution thereof (ivv) Such such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement. (vvi) All all other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereofthe Seller.