Common use of Documents to be Delivered by the Clause in Contracts

Documents to be Delivered by the. Company and the Vendor no later than the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor shall also execute and deliver or cause to be delivered to Purchaser’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; (b) certificates representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser and/or irrevocable stock powers transferring the Purchased Shares to the Purchaser; (c) certificates representing the Purchased Shares registered in the name of the Purchaser; (d) a certified copy of the resolutions of the directors of the Vendor and of the Company authorizing the transfer by the Vendor to the Purchaser of the Purchased Shares; (e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; (f) a certified copy of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchaser; (g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonably; and (k) all such other documents and instruments as the Purchaser’s solicitors may reasonably require.

Documents to be Delivered by the. Company and the Vendor no later than Vendors on or prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor Vendors shall also execute and deliver or cause to be delivered to PurchaserAcquirer’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the PurchaserAcquirer, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares Company Stock to the Purchaser Acquirer free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the PurchaserAcquirer, acting reasonably, to ensure that all of the Purchased Shares have Company Stock has been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser Acquirer under all applicable corporate and securities laws; (b) certificates representing the Purchased Shares Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Purchaser Acquirer and/or irrevocable stock powers transferring the Purchased Shares Company Stock to the PurchaserAcquirer; (c) a certified copy of resolutions of the directors (and of the Vendors/shareholders, if necessary) of the Company authorizing the transfer of the Company Stock to the Acquirer, directions to the registered agent of the Company to register of the Company Stock in the name of the Acquirer in the register of members of the Company, and the issue of share certificates representing the Purchased Shares Company Stock registered in the name of the PurchaserAcquirer; (d) a certified copy of the resolutions register of the directors of the Vendor and members of the Company authorizing showing the transfer by Acquirer as the Vendor to the Purchaser registered owner of the Purchased SharesCompany Stock; (e) all such instruments of transfer, duly executed, which in the opinion of the Acquirer acting reasonably are necessary to effect and evidence the transfer of the Company Stock to the Acquirer free and clear of all Encumbrances; (f) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; (f) a certified copy of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchaser; (g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonablyBusiness Documentation; and (kh) all such other documents and instruments as the PurchaserAcquirer’s solicitors may reasonably require.

Documents to be Delivered by the. Company and the Vendor no later than Vendors prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor shall also execute and deliver or cause to be delivered to Purchaser’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; ; (b) certificates representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser and/or irrevocable stock powers transferring the Purchased Shares to the Purchaser; ; (c) certificates representing the Purchased Shares registered in the name of the Purchaser; ; (d) a certified copy of the resolutions of the directors (and of the Vendor and Vendors/shareholders, if necessary) of the Company authorizing the transfer by the Vendor Vendors to the Purchaser of the Purchased Shares; ; (e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; ; (f) a certified copy of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchaser; (g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonablyBusiness Documentation; and (k) all such other documents and instruments as the Purchaser’s solicitors may reasonably require.

Documents to be Delivered by the. Company Vendors and the Vendor no later than Company prior to the Closing Date. Not later than five calendar days prior to the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company Vendors and the Vendor Company shall also execute and deliver deliver, or cause to be delivered delivered, to Purchaser’s counsel the Purchaser and/or the Escrow Agent, as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a certified copy of an ordinary resolution of the shareholders of the Vendors and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby together with certification of any required notice to all shareholders of the Vendors and/or the Company of such written consent resolutions; (b) all documentation as may be necessary and as may be required by the solicitors counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; (bc) certificates certificate(s) representing the Purchased Shares registered in the name of the Vendors, Vendors duly endorsed for transfer to the Purchaser and/or or irrevocable stock powers transferring the Purchased Shares to the Purchaser; (cd) certificates a certificate representing the Purchased Shares registered in the name of the Purchaser; (de) a certified copy of the resolutions of the directors Board of Directors of the Vendor Company (and of the Company corporate Vendors if necessary) authorizing the transfer by the Vendor Vendors to the Purchaser of the Purchased Shares; (ef) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; (fg) a certified copy all necessary consents and approvals in writing to the completion of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchasertransactions contemplated herein; (gh) a certificate of an officer of from the Company, Company dated as of the Closing Date, acceptable in form to the solicitors counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendors and the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendors and the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonablyBusiness Documentation; and (kj) all such other documents and instruments as the Purchaser’s solicitors counsel may reasonably require.

Documents to be Delivered by the. Company Vendors and the Vendor no later than Company prior to the Closing Date. Not later than two calendar days prior to the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company Vendors and the Vendor Company shall also execute and deliver deliver, or cause to be delivered delivered, to the Purchaser’s counsel , the Transfer Agent and/or the Escrow Agent, as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a certified copy of an ordinary resolution of the shareholders of the Vendors and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby or, in the alternative, shareholders of the Vendors and/or the Company holding over 50% of the issued shares of the Vendors and/or the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated thereunder together with certification of any required notice to all shareholders of the Vendors and/or the Company of such written consent resolutions; (b) all documentation as may be necessary and as may be required by the solicitors counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; (bc) certificates all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that the Assignment by the Company to the appropriate Vendors, and in proportion to each such Vendor's original unsecured loan and seed capital funding of the Company, of all of the Indebtedness and the Security related thereto, has been completed under all applicable corporate and securities laws; (d) certificate(s) representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser and/or or irrevocable stock powers transferring the Purchased Shares to the Purchaser; (ce) certificates a certificate representing the Purchased Shares registered in the name of the Purchaser; (df) a certified copy of the resolutions of the directors Board of Directors of the Vendor Company (and of the Company corporate Vendors if necessary) authorizing the transfer by the Vendor Vendors to the Purchaser of the Purchased SharesShares and the Assignment by the Company to the appropriate Vendors of all of the Indebtedness and the Security related thereto; (eg) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; (fh) a certified copy all necessary consents and approvals in writing to the completion of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchasertransactions contemplated herein; (gi) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendors and the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendors and the Company on the Closing Date; (hj) an opinion of counsel to the resignations of any officers or directors of Vendors and the Company Company, dated as requested by the Purchaser prior to at the Closing Date; (i) all other remaining business documentation of , and addressed to the Company; (j) a legal opinion Purchaser and its counsel, in form and substance satisfactory to the Purchaser and its Purchaser's counsel, acting reasonably, and including the following: (i) the due incorporation, existence and standing of each of the Company and its qualification to carry on business; (ii) the authorized and issued capital of the Company; (iii) that all Purchased Shares have been duly authorized and issued and are fully paid and non-assessable; (iv) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and (v) that the Purchased Shares have been duly issued to and registered in the name of the Purchaser in compliance with all applicable corporate and securities laws; (k) all remaining Business Documentation; and (l) all such other documents and instruments as the Purchaser’s solicitors 's counsel may reasonably require.

Documents to be Delivered by the. Company and the Vendor no later than Vendors prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor Vendors shall also execute and deliver or cause to be delivered to PurchaserAcquirer’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the PurchaserAcquirer, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares Company Stock to the Purchaser Acquirer free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the PurchaserAcquirer, acting reasonably, to ensure that all of the Purchased Shares have Company Stock has been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser Acquirer under all applicable corporate and securities laws; (b) certificates representing the Purchased Shares Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Purchaser Acquirer and/or irrevocable stock powers transferring the Purchased Shares Company Stock to the PurchaserAcquirer; (c) certificates representing the Purchased Shares Company Stock registered in the name of the PurchaserAcquirer; (d) a certified copy of the resolutions of the directors of the Vendor and shareholders, if necessary, of the Company authorizing the transfer by the Vendor Vendors to the Purchaser Acquirer of the Purchased SharesCompany Stock; (e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books and annual reports of the Company; (f) a certified copy of the amendment to audited Company’s Financial Statements for the constating documentsfiscal year ended December 31, if required under Argentina Law2008, and unaudited Financial Statements for the register of shareholders of the Company representing the transfer of the Shares to the Purchaserthree month period ended March 31, 2009; (g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonablyBusiness Documentation; and (kh) all such other documents and instruments as the PurchaserAcquirer’s solicitors may reasonably require.

Documents to be Delivered by the. Company and the Vendor no later than Vendors prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendor shall also execute and deliver or cause to be delivered to Purchaser’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; ; (b) certificates representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser and/or irrevocable stock powers transferring the Purchased Shares to the Purchaser; ; (c) certificates representing the Purchased Shares registered in the name of the Purchaser; ; (d) a certified copy of the resolutions of the directors (and of the Vendor and Vendors/shareholders, if necessary) of the Company authorizing the transfer by the Vendor Vendors to the Purchaser of the Purchased Shares; ; (e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company; ; (f) a certified copy of the amendment to the constating documents, if required under Argentina Law, all remaining Business Documentation; and the register of shareholders of the Company representing the transfer of the Shares to the Purchaser; (g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Company on the Closing Date; (h) the resignations of any officers or directors of the Company as requested by the Purchaser prior to the Closing Date; (i) all other remaining business documentation of the Company; (j) a legal opinion in form and substance satisfactory to the Purchaser and its counsel, acting reasonably; and (k) all such other documents and instruments as the Purchaser’s solicitors may reasonably require.

Documents to be Delivered by the. Company Vendor Group and the Vendor no later than Company prior to the Closing Date. Not later than two calendar days prior to the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company Vendor Group and the Vendor Company shall also execute and deliver deliver, or cause to be delivered delivered, to the Purchaser’s counsel , the Transfer Agent and/or the Escrow Agent, as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Purchased Shares to the Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a certified copy of an ordinary resolution of the shareholders of the Vendor Group and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby or, in the alternative, shareholders of the Vendor Group and/or the Company holding over 50% of the issued shares of the Vendor Group and/or the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated thereunder together with certification of any required notice to all shareholders of the Vendor Group and/or the Company of such written consent resolutions; (b) all documentation as may be necessary and as may be required by the solicitors counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registrable registerable in the name of and for the benefit of the Purchaser Purchaser, and to ensure that all outstanding Company Options in and to the Company, if any, have been cancelled, under all applicable corporate and securities laws; (bc) certificates certificate(s) representing the Purchased Shares registered in the name of the VendorsVendor, duly endorsed for transfer to the Purchaser and/or or irrevocable stock powers transferring the Purchased Shares to the Purchaser; (cd) certificates a certificate representing the Purchased Shares registered in the name of the Purchaser; (de) written evidence of the cancellation of all outstanding Company Options in and to the Company; (f) written evidence of the Release having been obtained; (g) a certified copy of the resolutions of the directors Board of Directors of the Company (and of the Vendor and of the Company if necessary) authorizing the transfer by the Vendor to the Purchaser of the Purchased SharesShares and canceling all outstanding Company Options in and to the Company; (eh) consents to act and similar documentation required in order to effect the proposed Change in Board and officers of the Purchaser together with the appointment of the proposed President through the Interview Committee established therefore; (i) a copy of all corporate records and books of account of the Company and its subsidiaries, if any, and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the CompanyCompany and its subsidiaries, if any; (fj) a certified copy all necessary consents and approvals in writing to the completion of the amendment to the constating documents, if required under Argentina Law, and the register of shareholders of the Company representing the transfer of the Shares to the Purchasertransactions contemplated herein; (gk) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendor Group and the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor Group and the Company on the Closing Date; (hl) an opinion of counsel to the resignations of any officers or directors of Vendor Group and the Company Company, dated as requested by the Purchaser prior to at the Closing Date; (i) all other remaining business documentation of , and addressed to the Company; (j) a legal opinion Purchaser and its counsel, in form and substance satisfactory to the Purchaser and its Purchaser's counsel, acting reasonably, and including the following: (i) the due incorporation, existence and standing of each of the Company and its qualification to carry on business; (ii) the authorized and issued capital of the Company; (iii) that all Purchased Shares have been duly authorized and issued and are fully paid and non-assessable; (iv) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; (v) that the Purchased Shares have been duly issued to and registered in the name of the Purchaser and that all outstanding Company Options in and to the Company, if any, have been cancelled in compliance with all applicable corporate and securities laws; and (km) all remaining Business Documentation; and (n) all such other documents and instruments as the Purchaser’s solicitors 's counsel may reasonably require.