Common use of Documents to Be Delivered at Closing Clause in Contracts

Documents to Be Delivered at Closing. (a) BY THE COMPANY: (i) Board of Directors minutes authorizing the issuance of (A) two certificates of 1,000,000 shares of Series A Preferred Stock, each, registered in the name of each Shareholder, for a total issuance of 2,000,000 shares of Preferred Stock; and (B) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name of the designated assign(s) of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereof. (ii) Employment Agreement for XxXxxx Xxxxxxx as President and Chief Executive Officer of the Company, EPI, and QPI. (iii) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPI. (iv) The Shareholders' Agreement to be entered into on the Closing among the Company and each of the Shareholders. (v) The Registration Rights Agreement to be entered into on the Closing among the Company and each of the Shareholders. (vi) A Board of Directors resolution appointing Xxxxxx Xx Xxxxx as a director of the Company. (vii) Any SEC Reports filed after the signing of the Agreement. (viii) All of the business and corporate records of the Company, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts. (ix) Such other minutes of the Company's shareholders or directors as may reasonably be required by the Shareholder. (x) A certificate executed by a duly authorized officer of the Company certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of the Company. (xi) A copy of the Second Amended and Restated Articles of Incorporation of the Company, certified by the Secretary of the State of Florida.

Documents to Be Delivered at Closing. (a) BY THE COMPANYDocuments to be Delivered by NCA. Contemporaneously herewith, NCA is executing and delivering or causing to be executed and delivered to Purchaser the following, it being understood that, subject to the provisions of Section 1(c) hereof, in the event any contract, lease, permit, approval and/or other intangible asset of NCA is not, by its terms, assignable without the prior written consent of a third party, such contract, lease, permit, approval and/or other intangible assets shall not be deemed assigned (by NCA to Purchaser) until any such approval has been so obtained: (i) Board That certain Lease of Directors minutes authorizing even date between Xxxxxx Xxxxx and Xxxxx Xxxxx, as co-trustees under Trust Agreement dated November 25, 1991, as amended (the issuance of (A"Xxxxx Trust") two certificates of 1,000,000 shares of Series A Preferred Stock, each, registered in the name of each Shareholder, for and Purchaser relating to a total issuance of 2,000,000 shares of Preferred Stock; and (B) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name portion of the designated assign(s) of each Shareholderpremises located at 000 Xxxx Xxxxxxxxx, provided that there are no more than six Xxxxxx Xxxx, Xxx Xxxx 00000 (6) assignees and all such assignees are either the "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereof.Lease"); (ii) Employment that certain Consulting and Administrative Services Agreement for XxXxxx Xxxxxxx as President of even date herewith, between NCA and Chief Executive Officer of Purchaser (the Company, EPI, and QPI."Consulting Agreement"); (iii) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPI.Article 28 Agreement; (iv) The Shareholders' Agreement to be entered into on that certain Limited Contingent Guarantee of Xxxxx Xxxxx (the Closing among the Company and each of the Shareholders."Limited Guarantee"); (v) The Registration Rights Agreement to be entered into on a Good Standing Certificate of NCA of recent date from the Closing among the Company and each Secretary of State of the Shareholders.State of New York; (vi) A Board a General Release, executed by the Xxxxx Defendants in favor of Directors resolution appointing Xxxxxx Xx Xxxxx as a director all of the Company.plaintiffs in the Sterling Litigation and EMF Litigation, respectively; (vii) Any SEC Reports filed after the signing a Certificate of the Agreement.President or the Secretary of NCA, certifying that all corporate actions necessary to authorize NCA's execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereby, have been taken, attached to which Certificate is a copy of the resolutions of the Board of Directors of NCA authorizing such actions; and (viii) All Copies of all consents, authorizations, orders or approvals of, and filings with, any Federal, state or local governmental agency, board or other regulatory body which are required for, or in connection with, the business execution, delivery and corporate records of the Company, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts. (ix) Such other minutes of the Company's shareholders or directors as may reasonably be required by the Shareholder. (x) A certificate executed by a duly authorized officer of the Company certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery performance of this Agreement by NCA and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of the Companyhereby. (xib) A copy Documents to be Delivered by Purchaser and/or Parent. Contemporaneously herewith, Purchaser and/or Parent, as the case may be, are executing and delivering, or causing to be executed and delivered, to NCA, the following: (i) the Lease; (ii) the Consulting Agreement; (iii) the Article 28 Agreement; (iv) that certain Guaranty, of even date herewith, of Purchaser's obligations under this Agreement, made by Parent in favor of NCA; (v) that certain Security Agreement, of even date herewith, between NCA and Purchaser; (vi) Stipulation of Discontinuance with prejudice with regard to the Sterling Litigation and EFM Litigation; (vii) General Release to be executed by Purchaser, Parent and all other Plaintiffs with regard to the Sterling Litigation and Empire Fiscal Management and Xxxxxxx Xxxx, in favor of the Second Amended Xxxxx Defendants, in the Sterling Litigation and Restated Articles of Incorporation of in the Company, certified by the Secretary of the State of Florida.EFM litigation respectively;

Documents to Be Delivered at Closing. i. By the ISSUER (a) BY THE COMPANY: (i) Board of Directors minutes Minutes authorizing and approving: (1) the redemption in full by the ISSUER of 10,500,000 shares of common stock from Xxxxx Xxxxxx for no consideration; (2) the declaration and payment of a 10-for-1 stock dividend on each share of issued and outstanding common stock, other than the shares redeemed from Xxxxx Xxxxxx, in accordance with the laws of the State of Nevada and the ISSUER's articles of incorporation and bylaws; (3) the issuance of (A) two certificates of 1,000,000 the Shares, the Warrant and the shares of Series A Preferred Stock, each, registered in common stock issuable upon exercise of the name of each Shareholder, for a total issuance of 2,000,000 shares of Preferred StockWarrant; (4) this Agreement and all other transactions and agreements contemplated hereby and (B5) two certificates the appointment of 2,699,998 shares such person(s) as LIFE designates as a director(s) of Common Stock eachISSUER to be effective immediately following the Closing certified by the Secretary or Assistant Secretary of ISSUER to be true, registered correct, complete and in the name of each Shareholder, or in the name full force and effect and unmodified as of the designated assign(s) of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereofClosing. (iib) Employment Agreement for XxXxxx Xxxxxxx as President The written resignation of all the officers and Chief Executive Officer directors of ISSUER to be effective immediately following the Company, EPI, and QPIClosing. (iiic) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPIThe certificate contemplated by Section 8(ii)(d). (iv) The Shareholders' Agreement to be entered into on the Closing among the Company and each of the Shareholders. (v) The Registration Rights Agreement to be entered into on the Closing among the Company and each of the Shareholders. (vi) A Board of Directors resolution appointing Xxxxxx Xx Xxxxx as a director of the Company. (vii) Any SEC Reports filed after the signing of the Agreement. (viiid) All of the business and corporate records of the CompanyISSUER, including but not limited to, to correspondence files, bank statements, checkbookscheck books, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts. (ixe) Such other minutes of the CompanyISSUER's shareholders or directors as may be reasonably be required by the ShareholderSHAREHOLDERS. (xf) A certificate An executed Warrant issued to VANTAGE, signed by a duly authorized officer of ISSUER, in the Company certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects form included herewith as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of the Company.Exhibit B. (xig) A copy of the Second Amended articles of incorporation and Restated Articles all amendments thereto of Incorporation of the CompanyISSUER, certified as of a recent date by the Secretary of State of the State of FloridaNevada. (h) A copy of governmental certificate, dated the most recent practicable date prior to the Closing, showing that ISSUER is organized and in good standing in the State of Nevada and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business. (i) A legal opinion dated the Closing date from counsel to ISSUER in the form reasonably approved by LIFE, addressed to SHAREHOLDERS and LIFE. (j) Stock certificates representing the Shares.

Documents to Be Delivered at Closing. 9.1 Documents to be Delivered by Aerocom or the Shareholders at the Closing. At the Closing, Aerocom or the Shareholders shall deliver to Unique and Unique Sub: (a) BY THE COMPANY:the Articles of Merger executed by Aerocom in the form of Exhibit A; (b) copies certified by the Secretary or Assistant Secretary of Aerocom of the resolutions of Aerocom's Board of Directors and the Shareholders approving this Agreement and the Articles of Merger and authorizing the transactions contemplated hereby and thereby; (c) the written consents, in form and substance reasonably satisfactory to Unique, of each party whose consent to the transactions contemplated hereby is required; (d) the resignations of each of the directors and officers of Aerocom, in writing effective the Effective Date; (e) custody of all of Aerocom's books, records, papers and other documents; (f) an Employment Agreement (the "Employment Agreement") executed by Lang and Buschy in the form of Exhibit 9.1(f); (g) a Non-Competition and Non-Disclosure Agreement (the "Non-Competition Agreement") executed by each of the Shareholders in the form of Exhibit 9.1(g); (h) an Escrow Agreement executed by the Shareholders in the form of Exhibit 1.2 (the "Escrow Agreement"); (i) Board of Directors minutes authorizing the issuance of Officer's certificate required under Section 8.1(b); #352586.v6, January 12, 1998 (A6:58am) two certificates of 1,000,000 shares of Series A Preferred Stock, each, registered in the name of each Shareholder, for a total issuance of 2,000,000 shares of Preferred Stock; and 24 (Bj) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name copies of the designated assign(s) Articles of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933Incorporation, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereof. (ii) Employment Agreement for XxXxxx Xxxxxxx of Aerocom as President and Chief Executive Officer of the Company, EPI, and QPI. (iii) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPI. (iv) The Shareholders' Agreement to be entered into on the Closing among the Company and each of the Shareholders. (v) The Registration Rights Agreement to be entered into on the Closing among the Company and each of the Shareholders. (vi) A Board of Directors resolution appointing Xxxxxx Xx Xxxxx as a director of the Company. (vii) Any SEC Reports filed after the signing of the Agreement. (viii) All of the business and corporate records of the Company, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts. (ix) Such other minutes of the Company's shareholders or directors as may reasonably be required by the Shareholder. (x) A certificate executed by a duly authorized officer of the Company certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of the Company. (xi) A copy of the Second Amended and Restated Articles of Incorporation of the Company, certified by the Secretary of the State of FloridaColorado and copies of the Bylaws of Aerocom certified by the respective Secretary or an Assistant Secretary of Aerocom; (k) certificates of Good Standing of Aerocom issued by the Secretary of State of Colorado, dated within ten days of the Closing Date; and (l) the documents set forth in Section 8.1 to be delivered by Aerocom.

Documents to Be Delivered at Closing. (a) BY THE COMPANY:ISSUER (i) Board of Directors minutes authorizing the issuance of (A) two a certificate or certificates of 1,000,000 shares of Series A Preferred Stock, eachfor 9,000,000 Shares, registered in the name of each Shareholder, for a total issuance of 2,000,000 shares of Preferred Stock; and (B) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name of the designated assign(s) of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereofSHAREHOLDER. (ii) Employment Agreement for XxXxxx Xxxxxxx as President and Chief Executive Officer The resignations of all officers of the Company, EPI, and QPIISSUER. (iii) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPI. (iv) The Shareholders' Agreement to be entered into on the Closing among the Company and each of the Shareholders. (v) The Registration Rights Agreement to be entered into on the Closing among the Company and each of the Shareholders. (vi) A Board of Directors resolution appointing Xxxxxx Xx Xxxxx such person(s) as a director the SHAREHOLDER designate as director(s) of the CompanyISSUER. (viiiv) The resignation of all the directors of the ISSUER, except that of the SHAREHOLDER' designee(s), dated subsequent to the resolution described in (iii) above. (v) Any SEC Reports REPORTS filed after the signing of the Agreement. (viiivi) All of the business and corporate records of the CompanyISSUER, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts. (ixvii) Such other minutes of the CompanyISSUER's shareholders or directors as may reasonably be required by the ShareholderSHAREHOLDER. (xviii) A certificate executed by a duly authorized officer of the Company ISSUER certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the ClosingCLOSING, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company ISSUER evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the ShareholdersSHAREHOLDER, and (C) the person signing this Agreement on behalf of the Company ISSUER is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of the CompanyISSUER. (xib) BY GOLCO (i) Minutes of the partners of GOLDCO authorizing the delivery of a certificate for 200,000 shares, registered in the name of the SHAREHOLDER. (ii) A copy certificate executed by a duly authorized representative of GOLDCO certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the Second Amended CLOSING, (B) true and Restated Articles of Incorporation complete copies of the Company, certified resolutions duly and validly adopted by the Secretary partners of GOLDCO evidencing their authorization of the State execution and delivery of Floridathis Agreement and the consummation of the transactions contemplated hereby have been provided to the SHAREHOLDER, and (C) the person signing this Agreement on behalf of GOLDCO is authorized to sign this Agreement and the other documents to be delivered hereunder on behalf of GOLDCO.

Documents to Be Delivered at Closing. 9.1 Documents to be Delivered by the Company or the Shareholders at the Closing. At the Closing, the Company or Shareholders shall deliver to ALG and Whitehall: (a) BY THE COMPANY: (i) Board of Directors minutes authorizing the issuance of (A) two certificates of 1,000,000 shares of Series A Preferred StockThe written consents, eachin form and substance reasonably satisfactory to ALG and Whitehall, registered in the name of each Shareholderparty whose consent to the transactions contemplated hereby is required, for a total issuance of 2,000,000 shares of Preferred Stock; and (B) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name including consents of the designated assign(s) of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing Shareholders to the representations in Section 5(i) hereofadmission of ALG as a substitute for the Shareholders of the Company and assignments of the Company shares to ALG . (iib) Employment Agreement for XxXxxx Xxxxxxx as President and Chief Executive Officer Custody to all of the Company's books, EPIrecords, papers and QPIother documents including minute books. (iiic) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer Copies of the Company, and the Chief Operating Officer Articles of EPI and QPI. (iv) The Shareholders' Agreement to be entered into on the Closing among Incorporation of the Company and each all amendments thereto as certified by the State of Indiana and a copy of the By-Laws certified by the Shareholders. (vd) Certificate of Good Standing issued by the State of Indiana for MGL and MFSI, dated within ten ( 10) days of the Closing Date. (e) The Registration Rights Employment Agreement as provided in Section 1.2 and Exhibit A of this Agreement, executed by the respective employees. (f) The documents set forth in Section 8.1 to be entered into on the Closing among delivered by the Company and each the Shareholders and such other certificates and documents as ALG or Whitehall may reasonably request. 9.2 Documents to be Delivered by ALG and Whitehall at the Closing. Within fifteen days (15) of closing, ALG and Whitehall shall deliver to the Company and Shareholders: (a) Certified copies of the Shareholders. (vi) A respective resolutions of the Board of Directors resolution appointing Xxxxxx Xx Xxxxx as a director of ALG and Whitehall approving this Agreement and authorizing the transactions contemplated hereby and, in the case of Whitehall, authorizing the issuance of the shares of Whitehall Common Stock to be exchanged for the Shareholders interests in the Company. (viib) Any SEC Reports filed after the signing Confirmation of the Agreementtransfer of the Whitehall Shares to Shareholders as described in Sections 1.2 and 1.3 herein. Whitehall will submit a letter of instruction to the transfer agent. The transfer agent will then make arrangements to have the Whitehall Shares certificates to be issued directly to Shareholders. (viiic) All of the business The Employment Agreement as provided in Section 1.2 and corporate records of the Company, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contractsExhibit A executed by ALG . (ixd) Such other minutes of the Company's shareholders or directors as may reasonably be required by the Shareholder. (x) A certificate executed by a duly authorized officer of the Company certifying that: (A) the representations and warranties The documents set forth in Section 2 hereof are true and correct in all material respects as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents 8.2 to be delivered hereunder on behalf of by ALG and Whitehall and such other certificates and documents as the CompanyShareholders may reasonably request. (xi) A copy of the Second Amended and Restated Articles of Incorporation of the Company, certified by the Secretary of the State of Florida.