POST-CLOSING PROVISIONS Clause Samples

POST-CLOSING PROVISIONS. 6.1 Within sixty (60) days next following the Closing, the Corporation shall commence the steps necessary to file with the SEC a Form 10 General Form for Registration of Securities (“Form 10”) or a Form S-1 Registration Statement (“Form S-1”) with respect to the Corporation’s issued and outstanding shares of common stock. 6.2 During the pendency of the Form 10 or the Form S-1, the Corporation and Investor’s counsels shall agree upon the final versions of an acquisition agreement (the “Acquisition Agreement”) and an escrow agreement (the “Escrow Agreement”), the final forms of which shall contain the provisions set forth in paragraphs 6.3 and 6.4 below. 6.3 The Acquisition Agreement shall provide that upon the effectiveness of the Form 10 or Form S- 1, the Corporation shall acquire from the Investor all of the issued and outstanding shares of Investor’s wholly owned subsidiary, AVC Capital Group Inc. (“AVC”), in exchange for Eight Million (8,000,000) shares of the Corporation’s common stock. Two Million (2,000,000) of those shares shall be distributed to the Investor’s shareholders and the remaining Six Million (6,000,000) shares shall be held in escrow pursuant to the terms and conditions described in paragraph 6.5. These 8,000,000 shares, together with the Corporation’s issued and outstanding shares, shall represent not less than 77.18% of the Corporation’s then issued and outstanding shares. 6.4 The Acquisition Agreement shall grant Investor an option, exercisable during the term of escrow, to acquire from EMR all of the AVC shares in exchange for the 6,000,000 shares of EMR that are in escrow, after which EMR shall cancel said shares. In the event that there is no exercise of the option during the term of escrow, the escrow shall terminate and Investor shall distribute the escrowed shares pro rata to Investor’s shareholders. 6.5 The final form of the Escrow Agreement described in paragraphs 6.2 and 6.3 shall include the following material provisions: (a) The term of escrow shall be for a period of not more than twelve (12) full calendar months following EMR’s acquisition of the AVC shares. (b) During the term of escrow, the Investor shall have the right to vote the EMR shares held in escrow. (c) The escrow agent shall be mutually agreed upon by the parties prior to the Corporation’s acquisition of the AVC shares.

POST-CLOSING PROVISIONS. After the Closing, the following additional provisions shall become operative: (a) Buyer or its designee shall assume all obligations of Sellers under the Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Leases. (b) The Sellers shall promptly deliver to the Buyer any and all letters, notices and any other documents pertaining to, or applicable to, the Leases. (c) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances except the overriding royalties created by this Agreement, such assignment to be on a form reasonably acceptable to Sellers or their designee(s).

POST-CLOSING PROVISIONS. After the Closing, the following additional provisions shall become operative: (a) Buyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Issued Leases; and shall likewise assume all obligations of Sellers on all Un-issued Leases from and after the date of assignment of said Un-issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all rentals thereafter due under such Un-issued Leases. (b) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances except the overriding royalties created by this Agreement, such assignment to be on a form reasonably acceptable to Sellers or their designee(s).

POST-CLOSING PROVISIONS. The provisions of this Article 7 shall apply conditional upon the BC Closing.

POST-CLOSING PROVISIONS. After the Closing, the following additional provisions shall become operative: (a) Within no later than eight weeks after Closing, the Buyer shall provide the Sellers with written instructions as to whether the Assignments to be executed and delivered by the Sellers with respect to the Un-Issued Leases are to be issued into the name of the Buyer or a Buyer’s designee together with all applicable information necessary to complete said Assignments. If Buyer fails to provide such written instructions within eight weeks after Closing, the Sellers shall be authorized to execute and deliver the Assignments with respect to the Un-Issued Leases into the name of only the Buyer. (b) Assuming issuance of the Un-Issued Leases to Sellers before September 1, 2008, or if Buyer declines to exercise the option not to purchase the UnIssued Leases as set forth in Section 12(e) above, then within a reasonable time not exceeding sixty (60) days following issuance to them of the Un-issued Leases, Sellers shall execute, acknowledge (where applicable) and deliver to Buyer, or cause to be executed, acknowledged (where applicable) and delivered to Buyer, or to Buyer’s designee, Assignments of each of the Un-issued Leases in the form attached as Exhibit B transferring 100% of the record title to the Un-issued Leases from Sellers to Buyer, or to Buyer’s designee, but reserving to Sellers, in the proportions reflected on attached Exhibit C, an overriding royalty equal to five percent (5%) of 8/8ths, which overriding royalty shall also apply to all renewals and extensions of the Un-issued Leases (c) Buyer or its designee shall assume all obligations of Sellers under the Issued Leases for all periods from and after the date of this Agreement, including the obligation to timely pay all rentals thereafter due under such Issued Leases; and shall likewise assume all obligations of Sellers on all Un-issued Leases from and after the date of assignment of said Un-issued Leases from Sellers to Buyer or its designee, including the obligation to timely pay all rentals thereafter due under such Un-issued Leases. (d) Should Buyer or its designee elect not to pay rentals on any of the Leases, then Buyer or its designee shall notify Sellers in writing, by certified mail, not later than forty-five (45) days prior to a rental payment date, and shall promptly execute and deliver to Sellers, or their designee(s), an assignment of the applicable Lease or Leases free and clear of all liens and encumbrances...