Common use of Seller’s Delivery Clause in Contracts

Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below: (a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer. (b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing. (c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing. (d) A written resignation from all officers of the Company, effective upon Closing. (e) A current list of shareholders. (f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller. (g) Account logins and passwords for any services or accounts of the Company in possession of Seller.

Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below: (a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer. (b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing. (c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing. (d) A written resignation from all officers of the Company, effective upon Closing. (e) A current list of shareholdersall shareholders known to Seller or its transfer agent. (f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller. (g) Account logins and passwords for any services or accounts of the Company in possession of Seller.

Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below: (a) The Shares together with a an executed stock power and medallion guarantee if required for transfer or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer. (b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon ClosingClosing immediately prior to the resignation of the current director. (c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing. (d) A written resignation from all officers of the Company, effective upon Closing. (e) A current list of shareholders. (f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller. (g) Account logins and passwords for any services or accounts Executed documents necessary to change the domicile of the Company in possession from New Jersey to Nevada and evidence that the Company has obtained the consent of Sellera majority of the voting power of each class of outstanding securities approving of the change of domicile and provided notice to all non-consenting shareholders.